Approximate date of commencement of proposed sale to the
public: As soon as practicable after the
effective date of this registration statement.

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following
box. o

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o

If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o

If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):

Large
accelerated
filer o

Accelerated
filer o

Non-accelerated
filer x

Smaller reporting
company o

(Do not check if a smaller
reporting company)

CALCULATION
OF REGISTRATION FEE

Proposed Maximum

Amount of

Title of Each Class of

Aggregate

Registration

Securities to be Registered

Offering Price(1)(2)

Fee(2)

Common Stock

$86,250,000

$10,013.63

(1)

Includes shares to be sold upon exercise of the
underwriters over-allotment option. See
Underwriting.

(2)

Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(o) of the Securities Act of 1933.

The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as
the Commission, acting pursuant to Section 8(a), may
determine.

The information in
this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED
MAY 13, 2011

Prospectus

Shares

Glacier
Water Services, Inc.

Common
Stock

We are
offering shares
of our common stock, and the selling stockholders identified in
this prospectus are
offering shares
of our common stock. We will not receive any of the proceeds
from the sale of shares by the selling stockholders. The initial
public offering price of our common stock is expected to be
between $ and
$ per share.

We have applied to list our common stock on the NASDAQ Global
Market under the symbol DRNK.

This is the initial public offering of our common stock. Since
2006 and prior to this offering, there has been no established
public trading market for our common stock and our common stock
has only been quoted on the Pink Sheets.

Investing in our common stock involves risks. See Risk
Factors beginning on page 9 of this prospectus.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.

Per Share

Total

Initial public offering price

$

$

Underwriting discount and commissions

$

$

Proceeds, before expenses, to us

$

$

Proceeds, before expenses, to the selling stockholders

$

$

The underwriters may also purchase up to an
additional shares
from us and certain of the selling stockholders, at the public
offering price, less the underwriting discount, within
30 days of the date of this prospectus to cover
over-allotments, if any.

The underwriters expect to deliver the shares of common stock to
purchasers on or
about ,
2011.

You should rely only on the information contained in this
prospectus or to which we have referred you. We have not, and
the underwriters have not, authorized anyone to provide you with
information that is different. This prospectus is not an offer
to sell, nor is it seeking an offer to buy, securities in any
jurisdiction where the offer or sale is not permitted. The
information in this prospectus is accurate only as of the date
of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our common stock.

INDUSTRY AND
MARKET DATA

We obtained the industry and market data used throughout this
prospectus through our research, surveys and studies conducted
by third-parties and industry and general publications. Some
data are also based on our good faith estimates, which are
derived from our review of internal surveys, as well as
independent industry publications, government publications,
reports by market research firms or other published sources.
While we believe that each of these third-party sources is
reliable, neither we nor the underwriters have independently
verified such data, and neither we nor the underwriters make any
representations as to the accuracy of such information.
Similarly, we believe that our internal research is reliable,
but it has not been verified by any independent sources. None of
the independent industry publications referred to in this
prospectus were prepared on our behalf or at our expense. The
foregoing discussion does not, in any manner, disclaim our
responsibilities with respect to the disclosures contained in
this prospectus.

In this prospectus, we use the term vended water to
mean filtered water vended through machines which fill bottles
provided by the consumer; it does not include water vended in
pre-filled individual-use bottles. Also in this prospectus, in
accordance with customary industry usage, we include
vended water in the broader bottled
water category.

TRADEMARKS

The Glacier Water trademark and logo appearing in this
prospectus are the property of Glacier Water Services, Inc.
Trade names, trademarks and service marks of other companies
appearing in this prospectus are the property of their
respective owners.

This summary highlights information about our Company and
this offering contained elsewhere in this prospectus and is
qualified in its entirety by the more detailed information and
financial statements included elsewhere in this prospectus. You
should read this entire prospectus carefully, including
Risk Factors, Managements Discussion and
Analysis of Financial Condition and Results of Operations,
and the financial statements and related notes included
elsewhere herein, before making an investment decision. In this
prospectus, unless otherwise specified or the context otherwise
requires, the terms Glacier, we,
us, our, our Company, or
ours refer to Glacier Water Services, Inc. and its
consolidated subsidiaries.

Business
Summary

We own and operate the largest network of filtered drinking
water vending machines in the United States and Canada, with
approximately 19,600 machines in place as of May 1, 2011 at
food, drug, convenience, mass and other major retailers. Our
machines apply a five-step,
state-of-the-art
filtration process that removes particles and impurities to
produce high-quality, great-tasting drinking water that is
dispensed by our machines into one-gallon or five-gallon
containers provided by the consumer. This business model
eliminates the bottling and distribution infrastructure required
to deliver traditional bottled water, thereby significantly
reducing cost and the adverse environmental impact. We believe
continued growth in our market will be driven by these factors
and by the perceived health benefits and growing concerns about
the taste and quality of municipal tap water that we believe are
driving increased demand for bottled water generally.

Our extensive network of self-service coin-operated and
non-coin-operated water vending machines is supported by our
in-house national field service organization, the only one in
the industry, providing our retail partners with compelling
commission streams and incremental customer traffic. We have a
highly diversified retail partner base consisting of food
retailers, as well as drug, convenience, mass and other
retailers. Among our retail partners are Circle K, CVS, Family
Dollar, H-E-B, Kroger, Publix, Rite Aid, Safeway, SuperValu,
Wal-Mart, Walgreens and Winn-Dixie.

In fiscal 2010, our machines vended approximately
345 million gallons of filtered drinking water. As of
May 1, 2011, we own and operate approximately 19,600
self-service vending machines in 42 states and Canada,
which we believe represent approximately 60% of all industry
units. We believe we have an unmatched in-house national service
platform, with capacity to meet the growing demands of both
retailers and consumers in our markets.

By filtering and dispensing water at the point of sale, we are
able to avoid the costs of bottling, packaging, shipping and
delivery, and the associated fuel costs. This results in
substantial savings to the consumer. We charge an average of
$0.28 per gallon, while the price of bottled water sold off the
shelf in retail locations is often three or more times the price
of our vended water. In addition, by eliminating packaging and
removing the supply chain, vended water significantly reduces
the adverse environmental impact associated with other forms of
bottled water.

We have long-term relationships with key national and regional
retail accounts as a result of our brand recognition,
high-quality product, reliable service and compelling value
proposition. Our solution requires no upfront investment from
our retail partners and enables them to monetize typically
unused retail space. Because our consumers make frequent visits
to our retail partners locations to use our machines, the
retailers benefit from incremental customer traffic and
predictable commission revenue while incurring no labor,
inventory or shrinkage expense.

Our machines are serviced by our in-house team of highly trained
technicians, generally on a weekly or bi-weekly basis, to ensure
that consistent quality standards are met; apart from this
scheduled maintenance and service, our machines require little
attention. Our technicians use handheld computers that provide
us with real-time data from the machines to facilitate proper
and timely maintenance, as well as providing us with valuable
unit performance information.

Our origins date back to the founding of our predecessor, Bottle
Water Vending, Inc., in 1983. In 2001, Brian McInerney, a former
executive of Honeywell International, joined us as our chief
executive officer and Charles Norris, the former President of
McKesson Water Products, joined us as chairman. Our management
team has driven growth principally by adding self-service
vending machines to existing and new geographic areas and with
existing and new retail partners, as well as through the
successful completion and integration of three acquisitions in
the past 10 years.

We have a strong commitment to growth and over the past five
years we have focused on building a national organization with a
scalable platform which can support this growth. In 2004 and
2005, we invested over $30 million in machine upgrades,
incorporating
state-of-the-art
functionality and appearance enhancements for improved ease of
use and brand recognition. From January 2008 through December
2010, we installed approximately 2,800 net new machines,
representing a compound annual growth rate of 5.4%. We believe
that we are now poised to benefit from highly attractive
industry dynamics as well as the maturation of our upgraded and
newly installed machines.

We believe that our value proposition in the vended water market
will also help us compete effectively in the vended ice market.
We recently began testing self-service ice vending machines, and
have deployed approximately 100 units as of May 1,
2011. We believe that our placement of ice vending machines will
contribute to our brand awareness and future growth in both the
vended water and the vended ice businesses.

Our
Industry

The bottled water market, including vended water, has grown from
approximately 4.4 billion gallons sold in 1999 to
approximately 8.5 billion gallons sold in 2009,
representing a compounded annual growth rate of 6.7%, according
to the Beverage Marketing Corporation. The bottled water market
in the United States, which in 2009 totaled approximately
$10.6 billion at wholesale, consists of three primary
segments: domestic non-sparkling, domestic sparkling and
imported water. We operate in the domestic non-sparkling water
segment, which represented approximately 96% of the total market
in terms of gallons sold and approximately 90% of the total
market in terms of wholesale dollar sales in 2009.

We believe that consumer preference toward bottled water
continues to grow as bottled water has become accepted on a
mainstream basis. While it is difficult to quantify bottled
water consumption in all of its forms, according to an April
2010 report by independent market analyst Datamonitor, the
U.S. bottled water market generated retail revenues of
$17.1 billion in 2009. We believe that the following trends
have contributed to the increasing demand for bottled water:



Emphasis on Health and Wellness. As part of a desire
to live a healthier lifestyle, we believe U.S. consumers
are increasingly focused on increasing their water consumption
and drinking water as a substitute for high-caloric beverages,
carbonated soft drinks and beverages containing artificial
sweeteners.



Concerns Regarding Taste and Quality of Municipal Tap
Water. Many consumers purchase bottled water not only
due to better taste, but also because of concerns regarding
municipal tap water quality.

Vended water benefits from these trends, but it is particularly
poised to benefit from the following additional dynamics:



Growing Preference for Value. We believe that the
recent growth in vended water reflects, in part, consumers
growing preference for more affordable, high-quality bottled
water alternatives. By significantly reducing the packaging and
delivery costs inherent in the supply chain, our vended water
typically retails for $0.20-$0.49 per gallon (averaging $0.28),
compared with $1.00-$1.50 per gallon or more for pre-packaged
water and multipacks.

Increasing Demand for Products with Lower Environmental
Impact. We believe consumers are increasingly favoring
products with a lower environmental impact, with a reduce,
reuse, recycle mindset becoming a common driver of
consumer behavior.



Favorable Demographics. Vended waters cost
advantage is especially attractive in areas with lower-income or
fixed-income (including senior) populations. Vended water has
also been historically well-accepted in U.S. Hispanic and
Asian-American
communities. The senior, Hispanic and Asian populations are
among the fastest-growing population segments in the
U.S. Also, as noted above, consumers who favor products
with a lower environmental impact are, we believe, a rapidly
growing and important demographic.



Growing Interest in Self-Service Solutions. We have
noted increased consumer interest in and acceptance of the
consumer self-service experience, which is evidenced by the
growing popularity of self-service check-outs and the use of
self-service machines for purposes such as movie rentals and
coin redemption.

Our
Competitive Strengths

We believe our competitive strengths include the following:

Leading Market Position in Vended Water. We are the
market leader in vended water with approximately 19,600 vending
machines, as of May 1, 2011, which we believe represent
approximately 60% of all U.S. self-service water vending
machines. We have a history of over 25 years in the vended
water business. With an established presence in 42 states
and Canada, we are the only company in this market with a
national platform supported by a national service force of our
own skilled technicians and by a national operational and
managerial infrastructure.

Compelling Consumer Benefits. We benefit not only
from factors which lead consumers to increase the consumption of
bottled water, but also from factors which lead consumers to do
so at lower prices and in a more environmentally friendly manner.

Extensive Retail Relationships. Our strong brand and
our reputation for quality and value with retailers nationwide
form a key element of our competitive advantage in the field. We
participate in multiple retail channels, with more than 4,500
retail partners as of March 31, 2011. We have long-standing
relationships of 20 years or more with many of our
significant retail partners.

Superior Service through Our In-House National Field Service
Organization. We are committed to providing the best
customer service in our industry and maintain an in-house
service organization rather than outsourcing this critical
component of our business. We pride ourselves on our outstanding
reputation for service, which we believe to be a principal
competitive factor in maintaining and building our relationships
with retail partners and consumers. We believe it would be
difficult to replicate a field service organization that has the
breadth, experience and expertise of our in-house platform.

Modern Units and Advanced Technology. In 2004 and
2005, we made over $30 million of investments in our
machines to improve functionality, appearance and ease of use
while strengthening their durability and increasing their useful
lives. In addition, we have expertise in money handling and
counting, and we leverage our technology to insure proper chain
of custody and accuracy. We have also incorporated technology to
provide our technicians with real-time data from our machines
through handheld computers.

Scalable National Platform. Our centralized
management, in-house national field service organization and
robust technology are highly scalable as our business grows. We
are currently assembling machines to fill orders to place
machines in new locations and we have substantial additional
growth opportunities in the near-

term. We have the capacity to satisfy these growth opportunities
with limited incremental capital expenditures in infrastructure.

Broad Range of Products. We offer the widest range
of vending machines in our industry, including coin-operated
outdoor water machines, non-coin indoor water machines with
varying footprints, coin-operated water vending kiosks and ice
vending machines. We believe the flexibility provided by our
product range makes us more attractive to potential retail
partners than our competitors.

Highly Experienced Management Team with Proven Execution
Capabilities. We are led by a proven management team
with the experience and ability to execute on new opportunities,
grow existing relationships and successfully integrate
acquisitions. Our chairman, chief executive officer and chief
operating officer have worked together as a team for more than
10 years and collectively have more than 75 years of
experience in the consumer products business, including more
than 50 years of collective experience in the water
business. During this
10-year
period, they have successfully identified, acquired and
integrated three other vended water companies. In addition, our
Chairman, Charles Norris, is the former President of McKesson
Water Products, and other members of our board have significant
experience in both the water industry and other consumer product
companies.

Our
Growth Strategy

We have a strong commitment to growth and over the past five
years we have focused on building a national organization and
infrastructure to provide a scalable platform which can support
this commitment. We believe we can achieve accelerated growth by
pursuing the following strategies:

Increase Penetration in Emerging Retail Channels. We
believe that our product offerings will allow us to expand
significantly by targeting under-served retail channels,
including gas stations, convenience stores, dollar stores, drug
stores, natural food markets, warehouse chains and home
improvement centers. Approximately 30% of our machines are
currently located in these retail channels, and we believe that
our strong value proposition will allow us to successfully
increase penetration, particularly among retailers that
emphasize value to consumers. In fiscal year 2010, we entered
into contracts that give us access to more than 10,000 new
locations across several of these channels, including drug
stores, dollar stores and other retailers, although we cannot at
this time predict how many machines we will install at these new
locations.

Increase Business with Food Retailers. We currently
serve approximately 10,000 of approximately 60,000 food
retailers in the United States. We intend to pursue increased
business within this established channel by working to increase
the business generated by our installed base as well as by
adding machines at new locations.

Capture Economics from Maturing Machines. In
general, we expect the volume of sales of a machine to increase
as its location matures. Typically the longer a machine is
operating at a particular location and consumers develop
familiarity with the location and the product, the volume of
sales increases. With approximately 3,300 net new machines
installed from January 2008 through April 2011, nearly all
of these placed at unique locations, we believe that we are well
positioned to grow our same store sales as these locations
continue to mature. Importantly, same store sales can be
affected by both improving the average vends per machine or
through increasing the pricing per vend. We believe that the
combination of our recently deployed locations maturing and the
opportunity to increase retail pricing while maintaining our
value positioning relative to other bottled water offerings
positions us for long-term same store sales growth.

Expand into New Geographic Regions. Although we have
a nationwide presence, our machines are currently located in zip
codes representing only 45% of the United States population. We
believe our water vending machines are underrepresented at
retailers in the Midwest, Southeast and Northeast regions of the
United States. We believe that technological improvements in our
machines and new product options offered by us will enable us to
increase our penetration in these regions.

Expand into Selected International Markets. We
believe that we have the ability to profitably expand into
markets outside the United States, either directly or by
partnering with local operators, particularly in

countries where there is greater concern over the quality of
unfiltered water. We have established a strategic relationship
with a partner in Mexico, and we believe similar arrangements
could be used to expand in additional international markets.

Expand Our Recently Introduced Self-Service Ice
Business. We recently began testing ice vending
machines, and have deployed approximately 100 of these machines
as of May 1, 2011. We believe that our ice offering will be
attractive to retailers who do not currently sell ice and that
it has the potential to compete effectively, on both a cost and
convenience basis, with ice produced by retailers in-store and
delivered ice. We believe that our placement of ice vending
machines will contribute to our brand awareness and future
growth in both the vended water and the vended ice businesses.
The addition of the ice machines also increases our geographic
density and maximizes the efficient utilization of our field
service personnel.

Pursue Other Marketing and Product Initiatives. We
believe that we have significant opportunities to leverage our
national platform and reliable workforce to offer other
environmentally friendly, economical, convenient and healthy
solutions to our retail partners. We intend to further develop
our marketing efforts and to consider other product offerings,
which could include the dispensing of flavor or other additives
to our vended water or the dispensing of individual servings of
ready-to-drink
water-based beverages.

Pursue Strategic Investment and Acquisition
Opportunities. We believe that opportunities exist to
grow through selective investments and acquisitions, including
acquisitions of smaller, self-service vended water companies,
ice businesses and other product offerings. We intend to pursue
strategic investments and acquisitions that may enhance our
geographic presence or relationships with retail partners.

Summary
Risk Factors

Our business is subject to numerous risks, as more fully
described in the section entitled Risk Factors
beginning on page 9. You should carefully consider these
risks before deciding to invest in our common stock. These risks
include, among others:



We depend on retailer and consumer acceptance of our vended
water machines.



Our industry is highly competitive, and we might encounter
significant competition from new or existing companies entering
into the vended water market.



The loss of a major retail partner would adversely affect us.



If any vended water became contaminated, our business could be
seriously harmed. Similarly, we could be adversely affected by a
claim of contamination, even if untrue.



Additional government regulation of our business could adversely
affect us.



Because the words Glacier Water are considered to be
generic, we may be subject to competition by companies with
similar names.

Corporate
Information

We were incorporated as a Delaware corporation on
November 19, 1991 as a successor to a corporation organized
in 1983. Our headquarters are located at 1385 Park Center Drive,
Vista, California 92081, and our telephone number is
(760) 560-1111.
Our website is www.glacierwater.com. Information on, or
accessible through, our website is not a part of and is not
incorporated into this prospectus.

 $ (or
$ if the underwriters exercise
their over-allotment option in full) to redeem a portion of our
9.0625% Junior Subordinated Debentures due 2028; and

 the remaining $ (or
$ if the underwriters exercise
their over-allotment option in full) for working capital and
general corporate purposes.

We will not receive any proceeds from the shares sold by the
selling stockholders.

Risk factors

See Risk Factors and other information set forth in
this prospectus for a discussion of factors you should carefully
consider before deciding to invest in our common stock.

Proposed NASDAQ Global Market symbol

DRNK

The share information above is based
on shares
of common stock outstanding as
of ,
2011 and excludes:



shares
of our common stock reserved for issuance under our new Stock
Incentive
Plan, of
which are subject to stock option awards that we will grant to
our executive officers and certain other employees at the time
of the pricing of this offering with an exercise price equal to
the initial public offering price;



shares
of our common stock issuable upon the exercise of stock options
issued under a prior plan, which stock options have a weighted
average exercise price of $ per
share.

Unless we indicate otherwise, the information in this prospectus:



reflects
a -for- split
of our common stock that occurred
on ,
2011;



assumes that the underwriters do not exercise their
over-allotment option to purchase up to an
additional shares
from us and certain of the selling stockholders; and



assumes an initial public offering price of
$ per share, the mid-point of the
estimated price range set forth on the cover of this prospectus.

The following tables set forth our summary consolidated
financial and other data as of the dates and for each of the
periods indicated. The summary consolidated statement of
operations and other financial data for the fiscal years ended
December 28, 2008, January 3, 2010 and January 2,
2011, and the summary balance sheet data as of January 2,
2011 were derived from our audited consolidated financial
statements included elsewhere in this prospectus. The historical
results included here and elsewhere in this prospectus are not
necessarily indicative of future performance or results of
operations.

We use a fiscal year of 52 or 53 weeks ending on the Sunday
closest to December 31st. The fiscal year ended
January 3, 2010 consisted of 53 weeks, or
371 days, and the fiscal years ended December 28, 2008
and January 2, 2011 consisted of 52 weeks, or
364 days.

The summary historical consolidated financial data presented
below represent portions of our consolidated financial
statements and are not complete. You should read this
information in conjunction with Use of Proceeds,
Capitalization, Selected Financial and
Operating Data, Managements Discussion and
Analysis of Financial Condition and Results of Operations,
and the consolidated financial statements and related notes
included elsewhere in this prospectus.

The summary consolidated balance
sheet data as of January 2, 2011 is presented on an actual
basis and on an as adjusted basis to reflect the receipt by us
of net proceeds from the sale of common stock offered by us in
this offering at an assumed initial public offering price of
$ per share, which is the
mid-point of the estimated price range set forth on the cover of
this prospectus, and the application of the net proceeds, all as
described in Use of Proceeds.

(2)

We have a beneficial interest in
$6.3 million of the Junior Subordinated Debentures included
as long-term debt on our consolidated balance sheet. The
beneficial interest is reflected as a long-term investment on
our consolidated balance sheet and is included in total assets.
See Managements Discussion and Analysis of Financial
Condition and Results of Operations  Liquidity and
Capital Resources  Indebtedness and
Notes 1(h) and 3(a) to Consolidated Financial Statements.

(3)

EBITDA is a non-GAAP measure and is
defined as earnings before interest expense, taxes, depreciation
and amortization. We present EBITDA as a supplemental
performance measure because we believe that it facilitates
operating performance comparisons from period to period and
company to company. Management uses EBITDA to assess performance
without regard to our capital structure and as a factor in
setting incentive compensation. EBITDA should not be considered
in isolation or as a substitute for operating income or other
statement of operations items prepared in accordance with GAAP
as a measure of our performance. EBITDA does not take into
account our debt service requirements and other commitments,
including capital expenditures, and, accordingly, is not
necessarily indicative of amounts that may be available for
discretionary uses. In addition, EBITDA, as presented in this
prospectus, may not be comparable to similarly titled measures
reported by other companies due to differences in the way that
these measures are calculated.

An investment in our common stock involves a high degree of
risk. You should consider carefully the risks and uncertainties
described below, together with the financial and other
information contained in this prospectus, before you decide to
invest in our common stock. Our business, financial condition
and results of operations may be adversely affected by any of
these risks. As a result, the market price of our common stock
could decline and you could lose all or part of your
investment.

Risks
Relating to Our Business and Industry

We
depend on retailer and consumer acceptance of our vended water
machines.

We are a consumer products company operating in the
highly-competitive bottled water market and rely on consumer
demand for our vended water. Because potential customers may not
be familiar with our vending machines and because we undertake
limited marketing, there can be no assurance that consumer
acceptance of our product will continue to grow, or that newly
installed machines will attract enough customers to be
profitable. In addition, if we are unable to respond effectively
to the trends affecting the market for bottled water, consumer
acceptance of our product may suffer. A failure to grow or
maintain consumer acceptance for our vending machines could
reduce the profitability of our machines, and could adversely
affect our ability to install new machines with existing or
potential retail partners.

In addition, if consumers have a negative experience with any
brand of vended water, including the water of our competitors,
vended water may lose acceptance and our business could be
adversely affected.

Our
industry is highly competitive, and we might encounter
significant competition from new or existing companies entering
into the vended water market.

The bottled water industry is highly competitive. If we are
unable to respond effectively to competitive threats, our
margins and results of operations could be adversely affected.

Our primary competitors in the bottled water market include
Nestlé, The
Coca-Cola
Company, PepsiCo, Dr. Pepper Snapple Group and DS Waters of
America. These leading consumer products companies have strong
brand presence with consumers, established relationships with
retailers and significantly greater financial and other
resources than we do. We could lose market share if they, or
other large companies, successfully enter the vended water
market or if our consumers prefer pre-packaged water over our
vended water.

We also face competition within the vended water market from
Culligan (now owned by Primo Water Corporation), and from small-
to medium-sized operators, although none of these companies
combine a national presence and an in-house service force. If a
competitor develops, or seeks to develop, a service model
similar to ours, we could face increased competition to attract
retail partners. In addition to competition within the bottled
water industry, the industry itself faces significant
competition from other non-alcoholic beverages, including soft
drinks, carbonated waters, juices, sport and energy drinks,
coffees, teas and spring and municipal tap water.

The
loss of a major retail partner would adversely affect
us.

We distribute our vended water to consumers through
relationships with third-party retailers. Most of our
arrangements with our retail partners are evidenced by written
contracts which have terms that generally range from three to
five years and contain termination clauses as well as automatic
renewal clauses. During the term of these agreements, we have
the exclusive right to place water vending machines at specified
locations. We compete to maintain existing retail accounts and
to establish new retail relationships, but we can give no
assurance of renewals of any existing contracts or of our
ability to enter into new contracts. For example, in fiscal 2010
we lost a retail partner account that represented approximately
550 machines. While we have been able to redeploy the machines
previously located with that retail partner, there is no
assurance that we would be able to do so, or as to the timing of
our ability to do so, if necessary in the future.

Continued positive relations with our retail partners depend on
various factors, including commission rates, customer service,
consumer demand and competition. Disruptions in relationships
with retailers, including the reduction, termination or adverse
modification of a retail relationship, could have a negative
effect on our ability to sell our vended water and to maintain
our consumer base, which would in turn adversely affect our
business and results of operations.

Increased
use of
point-of-use
home filtration devices could adversely affect us.

An increase in the use of in-home filtration devices, such as
those that attach to faucets or are installed under the sink,
could adversely affect demand for our vended water. At this
time, in-home filtration devices typically employ a one-step
carbon filtration process. While we believe that our vended
water is decidedly superior in taste and quality to the water
produced by such devices, improvement in such devices could
narrow our advantage.

If we
are unable to build and maintain our brand image and corporate
reputation, our business may suffer.

Our future success depends on our ability to build and maintain
our brand image. If we are not able to maintain and enhance our
brand, particularly with new retail partners where we may have
limited brand recognition, we may be unable to place additional
machines at retail locations or attract sufficient numbers of
consumers to our machines. Our ability to maintain our
reputation is critical to our brand image. Any negative
publicity, or any actual or perceived product quality issues,
even if false or unfounded, could tarnish the image of our brand
and may cause consumers to choose other products.

If any
vended water became contaminated, our business could be
seriously harmed.

We have adopted quality, environmental, health and safety
standards. However, our water vending machines may not meet
these standards or our products could otherwise become
contaminated. A failure to meet these could result in expensive
business interruptions and liability claims. Any of these
failures or occurrences, or any allegation of these occurrences,
even if unfounded, could negatively affect our business and
financial performance. Even if our water does not ever become
contaminated, a contamination of any vended water, including the
water of our competitors, would be detrimental to the vended
water business as a whole.

Electrical
outages, localized municipal tap water system shut-downs,
boil water directives or increases in the cost of
electricity or municipal tap water could adversely affect our
business.

Our machines depend on a supply of electricity and water to
operate. Any electrical outages or cut-off of municipal tap
water supplies to our machines or a directive to boil municipal
tap water sources for our machines, whether due to national
disasters or otherwise, would cause us to lose all revenue from
the affected machines during that period and could, in addition,
lower subsequent revenues if consumers perceive that there is a
risk of contamination in our vended water. Additionally, if
electricity or municipal water costs were to increase
significantly, our retail partners may request that we pay them
a higher commission, which, if granted, would adversely affect
our results of operations.

We
depend on the expertise of key personnel. If these individuals
leave without replacement, our ability to implement our business
strategies could be delayed or hindered.

We are dependent on the services of our senior management
because of their experience, industry relationships and
knowledge of the business. The loss of one or more of our key
employees could seriously harm our business, and it may be
difficult to find any replacement with the same or similar level
of experience or expertise. Competition for these types of
personnel is high, and we can give no assurance that we will be
able to attract and retain qualified personnel on acceptable
terms. Failure to recruit and retain such personnel could
adversely affect our business, financial condition, results of
operations and planned growth. We do not maintain key person
insurance on any employee.

The
distribution of our vended water to consumers relies on the
existence and financial health of our retail
partners.

Our retail partners, such as food, drug, convenience, mass and
other retailers, have faced challenging business conditions as a
result of recent economic conditions, and these conditions may
continue. We rely on our retail partners in order to access our
consumers. If our retail partners close sites or experience
disruptions such as strikes or lock-outs, we could lose access
to some consumers, and our results of operations could be
adversely affected.

Adverse
weather conditions could negatively impact our
business.

Our business is subject to seasonal fluctuations, with decreased
revenues during rainy or cold weather months and increased
revenues during dry or hot weather months. In addition,
unseasonable or unusual weather may reduce demand and revenues
for our products. Variations in demand and revenues could
negatively impact the timing of our cash flows and therefore
limit our ability to timely service our obligations and pay our
indebtedness.

We
depend on key management information systems.

We process orders, manage inventory and accounts receivable,
maintain customer information and maintain cost-efficient
operations through a management information systems
(MIS) network connecting each of our water vending
machines with a central computing system located at our
headquarters. Any disruption in the operation of our MIS tools,
the loss of employees knowledgeable about such systems, the
termination of our relationships with third-party MIS partners
or our failure to continue to effectively modify such systems to
accommodate changes in the amount of our business could require
us to expend significant additional resources or to invest
additional capital to continue to manage our business
effectively, and could even affect our compliance with public
reporting requirements. Additionally, our MIS tools are
vulnerable to interruptions or other failures resulting from,
among other things, natural disasters, terrorist attacks,
software, equipment or telecommunications failures, processing
errors, computer viruses, hackers, other security issues or
supplier defaults. Security, backup and disaster recovery
measures may not be adequate or implemented properly to avoid
such disruptions or failures. Any disruption or failure of these
systems or services could cause substantial errors, processing
inefficiencies, security breaches, inability to use the systems
or process transactions, loss of consumers, loss of retail
partners or other business disruptions, all of which could
negatively affect our business and financial performance.

Disruption
in our supply chain could adversely affect us.

While we generally have multiple suppliers for the frames for
our vending machines and for their component parts, including
filtration parts, a disruption in our supply chain could
adversely affect our ability to assemble new machines and
repair, maintain and retrofit existing machines. If we cannot
obtain alternative sources of supply or effectively manage a
disruption if it occurs, our sales and profitability could be
adversely affected, and additional resources could be necessary
to restore our supply chain.

Introductions
of new products may not prove successful, and future
acquisitions and investments may not be successfully integrated,
which could disrupt our business or adversely affect our
financial condition and results of operations.

We recently began testing self-service ice vending machines, and
expect that we may acquire or invest in new product lines,
businesses or technologies that we believe would provide a
strategic fit with our business or expand our business. Product
development, acquisitions and investments are accompanied by
potential risks and challenges that could disrupt our business
operations, increase our operating costs or capital expenditure
requirements and reduce the value of the acquired product line,
business or technology. In addition, the process of negotiating
acquisitions and integrating acquired products, services,
technologies, personnel or businesses might result in
significant transaction costs, operating difficulties or
unanticipated expenditures and might require significant
management attention that would otherwise be available for
ongoing development of our

business. If we are successful in consummating an acquisition,
we may not be able to integrate the acquired product line,
business or technology into our existing business and products
and we may not achieve the anticipated benefits of any
acquisition.

Increases
in the price of fuel could have an adverse effect on our results
of operations.

While we do not incur fuel costs to transport water, our field
service personnel use substantial amounts of fuel in making
service visits to our machines. As a result, a meaningful
increase in fuel prices could negatively affect our margins and
operating cash flows.

We may not be able to utilize all of our net operating losses.
As of January 2, 2011, we had net operating losses of
approximately $58.8 million for federal income tax
purposes, $1.8 million of which will expire in 2012 and the
remainder of which will expire at various dates from 2018
through 2030. To the extent available, we will use any net
operating loss carryforwards to reduce the U.S. corporate
income tax liability associated with our operations. However, if
we do not achieve profitability prior to their expiration, we
will not be able to fully utilize our net operating losses to
offset income. Section 382 of the Internal Revenue Code of
1986, as amended, generally imposes an annual limitation on the
amount of net operating loss carryforwards that may be used to
offset taxable income when a corporation has undergone certain
changes in stock ownership. Our ability to utilize net operating
loss carryforwards may be limited, under this section or
otherwise, by the issuance of common stock in this offering or
by changes in stock ownership occurring prior to or following
this offering. We have not completed an analysis of the effects
of this offering or any such changes in stock ownership. To the
extent our use of net operating loss carryforwards is
significantly limited, our income could be subject to
U.S. corporate income tax earlier than it would if we were
able to use net operating loss carryforwards, which could result
in lower profits.

We may
have exposure to greater than anticipated tax
liabilities.

We are subject to income tax in the numerous jurisdictions in
which we have property or payroll or generate net sales.
Increases in income tax rates could reduce our after-tax income
from affected jurisdictions.

Adverse
economic conditions in the regions in which we operate could
negatively impact our financial results.

Current economic conditions, including high levels of
unemployment or underemployment, or the effects of higher fuel
and food prices on our customers shopping budgets, could
have a number of different effects on our business, including:



a reduction in consumer spending, which could result in a
reduction in our sales volume;



a shift in the purchasing habits of our target
consumers; and



a negative impact on the ability of our retail partners to
timely pay their obligations to us, thus reducing our cash flow.

In addition, adverse economic conditions could negatively affect
our vendors ability to timely supply materials, or
increase the likelihood that our lender may be unable to honor
its commitments under our senior revolving credit facility.

Other events or conditions may arise directly or indirectly from
global financial events that could negatively impact our
business.

We may
be unable to manage our growth.

From January 2008 through December 2010, we installed
approximately 2,800 net new machines, representing a compound
annual growth rate of 5.4%. We anticipate that continued growth
will require us to recruit, hire and retain new personnel,
including for our in-house national field service organization.
We

cannot be certain that we will be successful in recruiting,
hiring or retaining those personnel. Our ability to compete
effectively and to manage our future growth will depend on our
ability to maintain and improve our operational, financial and
management information systems on a timely basis and to expand,
train, motivate and manage our work force. If we continue to
grow substantially, we cannot be certain that our personnel,
systems, procedures and controls will be adequate to support our
operations.

We
have incurred net losses in the past and may incur net losses in
the future.

We have incurred net losses in the past and may incur net losses
in the future. We have not been profitable in recent years, and
we may not become profitable in the future. Our losses may
continue as we incur additional costs and expenses related to
branding and marketing, expansion of operations, product
development and development of relationships with retail
partners. If our expenses exceed our expectations, our financial
performance will be adversely affected. If we do not achieve
sustained profitability, we may need to raise additional capital
in order to continue operations.

Risks
Relating to Regulatory and Legal Issues

Our
operations are subject to regulation at both the state and
federal level.

We are subject to various federal, state and local laws and
regulations which require us, among other things, to obtain
licenses for our business and water vending machines, to pay
annual license and inspection fees, to comply with certain
detailed design and quality standards regarding the vending
machines and the vended water, and to continuously control the
quality of the vended water. Our water vending machines are
subject to routine and random regulatory quality inspections.
Although we believe we are operating in substantial compliance
with these laws and regulations, these laws and regulations and
their interpretations and enforcement are subject to change. The
enactment of additional or more stringent laws or regulations
may cause a disruption in our operations in the future. Failure
to comply with such current or future laws and regulations could
result in fines against us, a temporary shutdown of our
operations or the loss of certification to sell our product.

Licensing
or inspection fees payable by us could increase.

We currently pay annual licensing fees and inspection fees to a
number of states. Increases in such licensing or inspection fees
payable by us could adversely affect us.

Our
inability to protect our intellectual property could adversely
affect our business and results of operations.

The trade name and trademarks Glacier Water and
Glacier Water & Penguin Design used by us
contain the word Glacier, which is commonly used and
has been registered in connection with other marks and designs
by a number of other entities for water and related services.
The mark Glacier Water, by itself, is considered by
the United States Patent and Trademark Office to be generic in
relation to water and related services. We believe that no party
can claim exclusive rights to Glacier Water, and we
may claim rights only to stylized forms of the mark or the mark
with design elements. We can, however, give no assurance that
other entities might assert superior or exclusive rights to the
marks and seek to obtain damages from the injunctive relief
against us. Therefore, there can be no assurance that our use of
the trade name and trademarks Glacier Water and
Glacier Water & Penguin Design will not
violate the claimed proprietary rights of others, which could
adversely affect our business and results of operations.

Litigation
or legal proceedings could expose us to significant liabilities,
including product liability claims, and damage our
reputation.

We are subject to a risk of legal proceedings and adverse
publicity if a consumer is or claims to be harmed from using our
products or water vending machines. Any such claim may result in
negative publicity, loss of revenues or higher costs associated
with the legal proceedings. The costs associated with defending
any product liability or other claims, and the payment of
damages, could be substantial.

We may establish a reserve as appropriate based upon assessments
and estimates in accordance with our accounting policies. We
base our assessments, estimates and disclosures on the
information available to us at the time and rely on legal and
management judgment. Actual outcomes or losses may differ
materially from assessments and estimates. Actual settlements,
judgments or resolutions of these claims or proceedings may
negatively affect our business and financial performance. A
successful claim against us that is not covered by insurance or
is in excess of our available insurance limits could require us
to make significant payments of damages and could adversely
affect our results of operations and financial condition.

We
have Canadian operations and are exposed to fluctuations in
currency exchange rates and political
uncertainties.

We have Canadian operations and may in the future pursue
opportunities in other countries. As a result, we are subject to
risks associated with doing business internationally, including:

To the extent the United States dollar strengthens against the
Canadian dollar, or the currency of any other country in which
we operate, our foreign revenues and profits will be reduced
when translated into United States dollars.

Risks
Relating to this Offering, Our Common Stock and Our
Indebtedness

There
has not been an active public market for our shares in recent
years, and an active market may not develop or be sustained,
which could limit the liquidity of our common
stock.

Prior to this offering, there has not been an active public
market for our common stock for several years. Although our
stock will be listed on the NASDAQ Global Market, an active
public market for our shares may not develop after this offering
or, if developed, may not be sustained. The initial public
offering price for our common stock was determined through our
negotiations with the underwriters and may not be indicative of
the market price of our common stock after this offering. If you
purchase shares of our common stock, you may not be able to
resell those shares at or above the initial public offering
price, or at all. We cannot predict the extent to which investor
interest in our company will lead to the development of an
active trading market on the NASDAQ Global Market or otherwise
or how liquid that market might become. If an active public
market does not develop or is not sustained, it may be difficult
for you to sell your shares of common stock at a price that is
attractive to you, or at all.

The
market price of our common stock could be
volatile.

The overall market and the price of our common stock may be
significantly affected by various factors, including:



fluctuations in our quarterly operating results;



changes in investors perception of our prospects, business
risks and the conditions in our industry;



changes in, or failure to meet, the earnings estimates and other
performance expectations of financial analysts or investors;



the level and quality of coverage of our stock by securities or
industry analysts;



stock transactions by our existing
and/or
principal stockholders;



fluctuations in the stock prices of our competitors or in stock
markets in general; and

If
securities or industry analysts do not publish research or
publish inaccurate or unfavorable research about our business,
our stock price and trading volume could decline.

The trading market for our common stock will depend in part on
the research and reports that securities or industry analysts
publish about us or our business. We do not currently have
research coverage by securities and industry analysts. If no
securities or industry analysts commence coverage of Glacier,
the trading price for our stock would be negatively impacted. If
we obtain securities or industry analyst coverage and if one or
more of the analysts who covers us downgrades our stock or
publishes inaccurate or unfavorable research about our business,
our stock price could decline. If one or more of these analysts
cease coverage of us or fail to publish reports on us regularly,
demand for our stock could decrease, which could cause our stock
price and trading volume to decline.

Future sales of substantial amounts of our common stock in the
public market, or the perception that such sales could occur,
could adversely affect the market price of our common stock and
could impair our ability to raise capital through future
offerings of equity or equity-linked securities. After the
closing of this offering, we will
have shares
of outstanding common stock
( shares
if the underwriters exercise their over-allotment option in
full). The shares of common stock offered in this offering will
be freely tradable without restriction under the Securities Act
of 1933, as amended (the Securities Act), except for
any shares of our common stock that may be held or acquired by
our directors, executive officers and other affiliates, as that
term is defined in the Securities Act, the sale of which will be
restricted under the Securities Act.

We, our executive officers and directors and certain
stockholders have agreed with the underwriters, subject to
certain exceptions, not to offer, sell, contract to sell or
otherwise dispose of any common stock or securities convertible
into or exchangeable for shares of common stock during the
period from the date of this prospectus continuing through the
date 180 days after the date of this prospectus. These
shares will represent
approximately % of our common stock
outstanding, excluding shares issued in this offering. As
restrictions on resale end, the market price of our common stock
could decline if the holders of the restricted shares sell them
or are perceived by the market as intending to sell them.
William Blair & Company, L.L.C. and SunTrust Robinson
Humphrey, Inc. may, in their sole discretion, release any of
these shares from these restrictions at any time without notice.
See Shares Eligible for Future Sale and
Underwriting.

All of our shares of common stock outstanding as of the date of
this prospectus may be sold in the public market by existing
stockholders 180 days after the date of this prospectus,
subject to applicable volume and other limitations imposed under
federal securities laws.

In the future, we may also issue our securities in connection
with investments or acquisitions or in order to raise capital
for other purposes. The amount of shares of our common stock
issued in connection with these matters could constitute a
material portion of our then-outstanding shares of our common
stock.

Purchasers
in this offering will experience immediate and substantial
dilution in net tangible book value.

The initial public offering price per share will be
substantially higher than the net tangible book value per share
of our outstanding common stock, which is negative. Purchasers
of shares in this offering will experience immediate dilution in
the net tangible book value of their shares. Based on the
initial public offering price of $
per share, and assuming no exercise of the underwriters
over-allotment option, dilution per share in this offering will
be $ per share. Further, if we
issue equity or equity-linked securities to raise additional
capital in the future, your ownership interest in Glacier may be
diluted and the value of your investment may be reduced. See
Dilution.

Our
principal stockholders may be able to exercise significant
influence over matters requiring stockholder
approval.

Upon completion of this offering, our executive officers,
directors and their affiliates will beneficially own, in the
aggregate, approximately % of our
outstanding shares of common stock. As a result, these

stockholders will be able to exercise a significant level of
control over all matters requiring stockholder approval,
including the election of directors, amendment of our
certificate of incorporation and approval of significant
corporate transactions. This control could have the effect of
delaying or preventing a change of control of Glacier or changes
in management and will make the approval of certain transactions
difficult or impossible without the support of these
stockholders.

Provisions
in our charter documents and Delaware law might discourage or
delay acquisition attempts for us that you might consider
favorable.

Provisions in our charter documents and the Delaware General
Corporation Law, the state in which we are incorporated, might
discourage or delay potential acquisition proposals or make it
more difficult for a third party to acquire control of our
company, even if such acquisition might be beneficial to our
stockholders.

Our amended and restated certificate of incorporation and bylaws
provide for various procedural and other requirements that may
make the acquisition of Glacier more difficult without the
approval of our board of directors. These provisions:



authorize the issuance of undesignated preferred stock, the
terms of which may be established and the shares of which may be
issued without stockholder approval, and which may include super
voting, special approval, dividend, or other rights or
preferences superior to the rights of the holders of common
stock;



eliminate the ability of our stockholders to act by written
consent in most circumstances;



establish advance notice requirements for nominations for
elections to our board of directors or for proposing matters
that can be acted upon by stockholders at stockholder
meetings; and



provide that the board of directors is expressly authorized to
make, alter or repeal our bylaws.

We are also subject to provisions of Delaware law, including
Section 203 of the Delaware General Corporation Law, which
prevents some stockholders holding more than 15% of our
outstanding common stock from engaging in certain business
combinations without approval of the holders of substantially
all of our outstanding common stock.

These anti-takeover provisions and other provisions under
Delaware law could negatively affect the trading price of our
common stock. These provisions could also discourage proxy
contests and make it more difficult for you and other
stockholders to elect directors of your choosing and to cause us
to take other corporate actions you desire.

The
payment of dividends is at the sole discretion of the board of
directors, and we do not currently intend to pay dividends on
our common stock.

Since we have no current plans to pay cash dividends on our
common stock, you may not receive any return on investment
unless you sell your common stock for a price greater than that
which you paid for it. We do not anticipate paying any dividends
to our stockholders for the foreseeable future. The agreements
governing our indebtedness also restrict our ability to pay
dividends. Any determination to pay dividends in the future will
be made at the discretion of our board of directors and will
depend on our results of operations, financial conditions,
contractual restrictions, restrictions imposed by applicable law
and other factors our board of directors deems relevant.
Accordingly, you may have to sell some or all of your common
stock in order to generate cash flow from your investment. You
may not receive a gain on your investment when you sell our
common stock and may lose some or all of the amount of your
investment. Investors seeking cash dividends in the foreseeable
future should not purchase our common stock.

We
will incur increased costs and a greater burden on our
management resources as a result of being a publicly-traded
company.

As a public company with listed equity securities, we will incur
significant legal, accounting and other expenses not presently
incurred. We are required to comply with certain laws,
regulations and requirements, including provisions of the
Sarbanes-Oxley Act of 2002, related Securities and Exchange
Commission regulations and requirements of the NASDAQ Stock
Market. Compliance with these rules, regulations and
requirements may occupy a significant amount of the time of our
board of directors, management and officers and may increase our
legal and financial compliance costs. We estimate the annual
incremental costs to operate as a public company to be between
$1.0 million and $2.0 million.

If we
do not satisfy the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002, the trading price of our common
stock could be adversely affected.

As a public company with listed equity securities, we will be
subject to Section 404 of the Sarbanes-Oxley Act of 2002.
This law requires us to document and test the effectiveness of
our internal control over financial reporting in accordance with
an established internal control framework and to report on our
conclusion as to the effectiveness of our internal control over
financial reporting. The cost to comply with this law will
affect our net income adversely. Any difficulty in satisfying
the requirements of Section 404 in a timely manner or with
adequate compliance could, among other things, cause investors
to lose confidence in, or otherwise be unable to rely on, the
accuracy of our reported financial information, which could
adversely affect the trading price of our common stock. In
addition, failure to comply with Section 404 could result
in the NASDAQ Stock Market imposing sanctions on us, which could
include the delisting of our common stock.

As of January 2, 2011, we had outstanding indebtedness of
approximately $118.8 million. After giving effect to this
offering and the intended use of proceeds, we would have had
outstanding indebtedness of approximately
$ million as of
January 2, 2011, assuming an initial public offering price
of $ per share, the mid-point of
the estimated price range set forth on the cover of this
prospectus. In addition, we expect to have
$ million of availability
under our anticipated new revolving credit facility following
its completion. Having this amount of indebtedness makes us more
vulnerable to adverse changes in general economic, industry and
competitive conditions and places us at a disadvantage compared
to our competitors that may have greater financial resources. If
we do not have sufficient earnings to service our debt, we may
need to refinance all or part of that debt, sell assets, borrow
more money or sell securities, which we may not be able to do on
favorable terms or at all.

The terms of our credit facilities include customary events of
default and covenants that limit us from taking certain actions
without obtaining the consent of the lenders. In addition, our
anticipated revolving credit facility requires us to maintain
certain financial ratios and restricts our ability to incur
additional indebtedness. A breach of the provisions of our
credit facilities, including any inability to comply with the
required financial ratios, could result in an event of default
under our credit facilities. If an event of default occurs under
our credit facilities, our lenders could accelerate the
repayment of amounts outstanding, plus accrued and unpaid
interest, enforce their security interest in substantially all
of our assets, and terminate any obligation to make further
extensions of credit under our revolving credit facility.

Volatility
and disruption in the global capital and credit markets could
negatively affect our liquidity and increase our costs of
borrowing.

The global capital and credit markets have experienced increased
volatility and disruption over the past two years, making it
more difficult for companies to access those markets. Continued
or increased volatility and disruption in the capital and credit
markets may impair our liquidity or increase our costs of
borrowing.

This prospectus contains forward-looking statements that are
based on current expectations, estimates, forecasts and
projections regarding managements beliefs and assumptions
about the industry in which we operate. Such statements include,
in particular, statements about our plans, strategies and
prospects under the headings Prospectus Summary,
Risk Factors, Use of Proceeds,
Managements Discussion and Analysis of Financial
Condition and Results of Operations and
Business. When used in this prospectus, the words
anticipate, believe, could,
estimate, expect, intend,
may, plan, potential,
predict, project, should,
will, would, and similar expressions
identify forward-looking statements.

Forward-looking statements are not a guarantee of future
performance or results, and will not necessarily be accurate
indications of when or whether such performance or results will
be achieved. Forward-looking statements are based on information
available at the time the statements are made and involve known
and unknown risks, uncertainties and other factors that may
cause actual outcomes and results to differ materially from what
is expressed or forecasted in such forward-looking statements.
These forward-looking statements include, but are not limited
to, statements relating to:



economic trends globally and in the markets in which we operate;



competition in the industry in which we compete;



growth in the market for bottled water relative to municipal tap
water or other beverages;



consumer preference toward our vended water over alternative
water;



consumer perception of the safety of our water;



consumer and retailer acceptance of our brand and our vended
water machines;

our belief that our capital expenditure requirements and
liquidity needs will be met;



our intended uses of the proceeds from this offering;



our leverage and ability to service our debt; and



legislative or regulatory requirements.

The foregoing examples should not be construed as exhaustive and
should be read together with the other cautionary statements
included in this prospectus, including in particular the risks
described in the section entitled Risk Factors. If
one or more of these or other risks or uncertainties
materialize, or if our underlying assumptions prove to be
incorrect, actual results or events could differ materially from
the forward-looking statements we make. Any forward-looking
statements you read in this prospectus reflect our views as of
the date of this prospectus with respect to future events.
Except as required by applicable law, we assume no obligation to
update any forward-looking statements publicly or to update the
reasons why actual results could differ materially from those
anticipated in any forward looking statements, even if new
information becomes available in the future.

We estimate that the net proceeds to us from this offering will
be approximately $ million
(or approximately $ million
if the underwriters exercise their over-allotment option in
full), based on an assumed initial public offering price of
$ per share, which is the
mid-point of the estimated price range set forth on the cover of
this prospectus. Our estimated net proceeds from the offering
represent the amount we expect to receive after the underwriting
discount and our payment of the other expenses of the offering.
We intend to use the net proceeds we receive from this offering
for the following purposes:



to repay $ (or
$ if the underwriters exercise
their over-allotment option in full) principal amount of our
bank indebtedness, which currently has an interest rate
of ;



to redeem $ (or
$ if the underwriters exercise
their over-allotment option in full) principal amount of our
9.0625% Junior Subordinated Debentures due 2028; and



the remaining $ (or
$ if the underwriters exercise
their over-allotment option in full) for working capital and
general corporate purposes.

A $1.00 increase (decrease) in the assumed initial public
offering price of $ per share
would increase (decrease) the net proceeds to us from the
offering by approximately $ (or
approximately $ if the
underwriters exercise their over-allotment option in full),
assuming the number of shares sold by us in the offering, as set
forth on the cover page of this prospectus, remains the same and
after deducting the underwriting discount and estimated offering
expenses payable by us. A 1.0 million share increase
(decrease) in the number of shares of common stock sold by us in
this offering would increase (decrease) the net proceeds to us
from this offering by approximately
$ , assuming an initial offering
price per share equal to the mid-point of the estimated price
range set forth on the cover of this prospectus.

Pending use of the net proceeds of this offering, we intend to
invest those proceeds in short-term, interest-bearing investment
grade securities.

We will not receive any proceeds from the shares sold by the
selling stockholders.

Although we have paid dividends on our common stock in the past,
we have not paid a dividend since December 2009, and we do not
expect to pay any dividends on our common stock in the
foreseeable future. Any future determination to pay dividends
will be at the discretion of our board of directors and will
depend on various factors, including our results of operations,
financial condition, capital requirements, contractual
restrictions, outstanding indebtedness, investment opportunities
and other factors that our board of directors deems relevant.
Our existing revolving credit agreement contains restrictions on
our ability to pay dividends, and any deferral in interest
payments on our Junior Subordinated Debentures would restrict
our ability to pay dividends. See Managements
Discussion and Analysis of Financial Condition and Results of
Operations  Liquidity and Capital Resources. As
a result, you will likely need to sell your shares of common
stock to realize a return on your investment, and you may not be
able to sell your shares at or above the price you paid for them.

The following table sets forth our capitalization as of
January 2, 2011:



on an actual basis; and



on an as adjusted basis, giving effect to the sale
of shares
by us in this offering and the use of our net proceeds from the
offering as described in Use of Proceeds.

You should read this table in conjunction with Use of
Proceeds, Selected Financial and Operating
Data, Managements Discussion and Analysis of
Financial Condition and Results of Operations,
Description of Capital Stock and the consolidated
financial statements and the notes thereto included elsewhere in
this prospectus.

A $1.00 increase (decrease) in the
assumed initial public offering price of
$ per share would increase
(decrease) cash by $ , and would
increase (decrease) each of total stockholders equity and
total capitalization by $ assuming
the number of shares sold by us in the offering, as set forth on
the cover page of this prospectus, remains the same and after
deducting the underwriting discount and estimated offering
expenses payable by us. An increase (decrease) of
1.0 million shares in the number of shares offered by us
would increase (decrease) additional paid-in capital by
$ and would increase (decrease)
each of total stockholders equity and total capitalization
by $ , assuming an initial public
offering price per share equal to the mid-point of the estimated
price range set forth in the cover of this prospectus. The as
adjusted information discussed above is illustrative only and
will change based on the actual initial offering price and other
terms of this offering.

The shares outstanding data in the preceding table as of
January 2, 2011:



excludes an aggregate
of shares
of common stock issuable upon exercise of outstanding stock
options under our 1994 Stock Incentive Plan;



excludes an aggregate
of shares
of common stock available for issuance under our 2011 Stock
Incentive Plan; and

If you invest in our common stock, your ownership interest will
suffer an immediate dilution in net tangible book value per
share. Dilution is the amount by which the initial public
offering price paid by purchasers of shares of our common stock
exceeds the net tangible book value per share of our common
stock after the offering. Net tangible book value per share is
determined by dividing our net tangible book value, which is the
amount of our total tangible assets reduced by our total
liabilities, by the aggregate number of shares of common stock
outstanding. As of January 2, 2011, our net tangible book
value was ($66.6) million and our net tangible book value
per share was $ . After giving
effect to our sale of shares in this offering at an initial
public offering price of $ per
share, which is the mid-point of the estimated price range set
forth on the cover of this prospectus, our as adjusted net
tangible book value as of January 2, 2011 would have been
approximately $ , or
$ per share. This amount
represents an immediate increase in net tangible book value to
our existing stockholders of $ per
share and an immediate dilution to new investors of
$ per share. The following table
illustrates this per share dilution:

Assumed initial public offering price per share

$

Net tangible book value per share as of January 2, 2011

$

Increase in net tangible book value per share attributable to
new investors in this offering

As adjusted net tangible book value per share after this offering

Dilution per share to new investors

$

A $1.00 increase (decrease) in the initial public offering price
per share would increase (decrease) our adjusted net tangible
book value per share after this offering by approximately
$ (or approximately
$ if the underwriters exercise
their over-allotment option in full), assuming the aggregate
number of shares sold in the offering, as set forth on the cover
page of this prospectus, remains the same and after deducting
the underwriting discount and estimated offering expenses
payable by us. A 1.0 million share increase (decrease) in
the number of shares of common stock sold by us in this offering
would increase (decrease) our adjusted net tangible book value
per share after this offering by approximately
$ , assuming an initial public
offering price per share equal to the mid-point of the
established price range set forth on the cover of this
prospectus.

The following table summarizes, on the as adjusted basis
described above as of January 2, 2011, the number of shares
of common stock purchased from us, the total consideration paid
to us and the average price per share paid by our existing
stockholders and by new investors, based upon the initial public
offering price of $ per share and
before deducting the underwriting discount and estimated
offering expenses payable by us.

Shares Purchased

Total Consideration

Number

Percent

Amount

Percent

Average Price Per Share

($ in thousands, other than per share amounts)

Existing stockholders

%

$

%

$

New investors(1)

%

$

%

$

Total

100

%

$

100

%

$

(1)

The number of shares disclosed for
the existing stockholders
includes shares
being sold by the selling stockholders in this offering. The
number of shares disclosed for the new investors does not
include those shares.

If the underwriters exercise their over-allotment option in
full, the number of shares held by the existing stockholders
would decrease to % of the total
number of shares of our common stock outstanding after this
offering and the number of shares held by new investors would
decrease to % of the total number
of shares of our common stock outstanding after this offering.

The following tables set forth our consolidated statements of
operations, balance sheet and other financial and operating data
as of the dates and for each of the periods indicated. The
selected consolidated statements of operations and the other
financial data for the fiscal years ended December 28,
2008, January 3, 2010 and January 2, 2011, and the
selected balance sheet data as of January 3, 2010 and
January 2, 2011 were derived from our audited consolidated
financial statements included elsewhere in this prospectus. The
selected consolidated statements of operations and other
financial data for the fiscal years ended December 31, 2006
and December 30, 2007 and the selected consolidated balance
sheet data as of December 31, 2006, December 30, 2007
and December 28, 2008 were derived from our audited
consolidated financial statements that are not included in this
prospectus. Our historical results are not necessarily
indicative of future performance or results of operations.

We use a fiscal year of 52 or 53 weeks ending on the Sunday
closest to December 31st. The fiscal year ended
January 3, 2010 consisted of 53 weeks, or
371 days, and the fiscal years ended December 31,
2006, December 30, 2007, December 28, 2008 and
January 2, 2011 consisted of 52 weeks, or
364 days.

We have a beneficial interest in
$6.3 million of the Junior Subordinated Debentures included
as long-term debt on our consolidated balance sheet. The
beneficial interest is reflected as a long-term investment on
our consolidated balance sheet and is included in total assets.
See Managements Discussion and Analysis of Financial
Condition and Results of Operations  Liquidity and
Capital Resources  Indebtedness and
Notes 1(h) and 3(a) to Consolidated Financial Statements.

(2)

EBITDA is a non-GAAP measure and is
defined as earnings before interest expense, taxes, depreciation
and amortization. We present EBITDA as a supplemental
performance measure because we believe that it facilitates
operating performance comparisons from period to period and
company to company. Management uses EBITDA to assess performance
without regard to our capital structure and as a factor in
setting incentive compensation. EBITDA should not be considered
in isolation or as a substitute for operating income or other
statement of operations items prepared in accordance with GAAP
as a measure of our performance. EBITDA does not take into
account our debt service requirements and other commitments,
including capital expenditures, and, accordingly, is not
necessarily indicative of amounts that may be available for
discretionary uses. In addition, EBITDA, as presented in this
prospectus, may not be comparable to similarly titled measures
reported by other companies due to differences in the way that
these measures are calculated.

The following discussion and analysis of our financial
condition and results of operations should be read in
conjunction with the section titled Selected Financial and
Operating Data and our financial statements and related
notes appearing elsewhere in this prospectus. Our actual results
could differ materially from those anticipated in the
forward-looking statements included in this discussion as a
result of certain factors, including, but not limited to, those
in Risk Factors.

Overview

We are the leading provider of high-quality, great-tasting
filtered drinking water dispensed directly to consumers through
state-of-the-art,
self-service vending machines located at major retailers in the
United States and Canada. We operate an extensive network of
coin-operated and non-coin-operated water vending machines
supported by the only in-house national field service
organization in the industry, providing our retail partners with
compelling commission streams and incremental customer traffic.
We have a highly diversified retail partner base consisting of
food, drug, convenience, mass and other retailers. Among our
retail partners are Circle-K, CVS, Family Dollar,
H-E-B,
Kroger, Publix, Rite Aid, Safeway, SuperValu, Wal-Mart,
Walgreens and Winn-Dixie.

As a result of our brand recognition, high-quality product,
reliable service and compelling value proposition, we have
long-term relationships with key national and regional retail
accounts, many of which extend 20 years or more. Our
solution requires no upfront investment from our retail partners
and enables them to monetize typically unused retail space.
Because our consumers make frequent visits to our retail
partners locations to use our machines, the retailers
benefit from incremental customer traffic and predictable
commission revenue while incurring no labor, inventory or
shrinkage expense. None of our retail partners accounted for
more than 10% of our fiscal 2010 revenues, and our top
10 retail relationships accounted for less than 50% of our
fiscal 2010 revenues.

We charge an average of $0.26 per gallon at our coin-operated
water machines located outside of the retail location and $0.38
per gallon at our machines located inside, while the price of
bottled water sold off the shelf in retail locations is often
three or more times the price of our vended water. By filtering
and dispensing water at the point of sale, we are able to avoid
the costs of bottling, packaging, shipping and delivery, and the
associated fuel costs. In addition, by eliminating packaging and
removing the supply chain, vended water significantly reduces
the environmental impact associated with other forms of bottled
water.

We have focused in recent years on building a national
organization and scalable platform designed to accommodate
accelerated growth. In 2004 and 2005, we invested over
$30 million in machine upgrades, incorporating
state-of-the-art
functionality and appearance enhancements for improved ease of
use and brand recognition. From January 2008 through December
2010, we installed approximately 2,800 net new machines,
representing a compound annual growth rate of 5.4%. Over that
same time period, our same store sales growth has averaged 4.2%.
In fiscal 2010, our machines vended approximately
345 million gallons of filtered drinking water. As of
May 1, 2011, we owned and operated approximately 19,600
self-service vending machines installed throughout
42 states and Canada, which we believe represent
approximately 60% of all industry units.

Outlook

Building on the foundation of our scalable organization and
infrastructure, we believe we are poised to significantly
accelerate our current growth trajectory and benefit from highly
attractive industry dynamics, greater productivity from
thousands of installed machines as they mature and significant
capital investments over the last few years. In addition, we
believe we have an unmatched national in-house platform with
capacity to meet the growing demands of customers in our markets.

We plan to expand our installed base to pursue what we believe
are a compelling unit economic model and significant location
opportunities in new and existing channels and geographies. We
have a large

backlog of near-term and longer-term location opportunities. We
plan to take advantage of these growth opportunities by
leveraging our national service infrastructure and the broadest
offering of
state-of-the-art
equipment in the industry. We believe there will be
opportunities to increase retail pricing while maintaining our
value positioning relative to other bottled water offerings. We
also believe there is an additional opportunity to leverage our
expertise in vending solutions, our retail partnerships and our
in-house service infrastructure by expanding into attractive and
growing business segments, including packaged ice and
ready-to-drink
beverages.

How We
Assess the Performance of Our Business

In assessing the performance of our business, we consider a
variety of operational and financial measures. The key measures
for determining how our business is performing are revenues,
same store sales, new machine placements, gross profit and cost
of revenues and selling, general and administrative expenses.

The following table presents our revenues, same store sales
growth, machines in operation at period end and net machines
added for the periods presented.

Fiscal Year Ended

December 28,

January 3,

January 2,

2008

2010

2011

($ in thousands)

Revenues

$

94,711

$

103,803

$

100,056

Same store sales growth

6.3%

6.5%

(0.3%)

Machines in operation at period end

17,179

18,267

19,074

Net machines added during period

906

1,088

807

Revenues

Our revenues consist primarily of sales of filtered drinking
water to consumers through our proprietary, company owned,
self-service water vending machines. Our machines are placed at
retailers throughout North America and include many of the
leading retailers across key segments, including food, drug,
convenience and mass channels. We recognize revenue from the
sale of our product at the point of purchase, when a consumer
purchases our product from a vending machine. The gross retail
purchase price is recognized as revenue, and the commissions
paid by us to retailers are treated as operating expenses. In
some retail stores, we also distribute for sale empty reusable
bottles for use with our vending machines.

Same
Store Sales

We calculate same store sales with reference only to sales of
vended water in the United States and include a location in same
store sales for two comparative periods if it has been in
operation for the entirety of the two periods. Non-same store
sales are all sales not included in same store sales. There may
be variations in the way in which other companies calculate
same store sales. As a result, data regarding our
same store sales may not be comparable to similar data made
available by other companies in our industry, particularly other
companies that do not include a location in same store sales
until that location has been in operation for a minimum launch
period.

Measuring the change in period-over-period same store sales
allows us to evaluate how our installed base is performing. We
believe same store sales growth is an important indication of
organic growth; over the past three years (fiscal 2008 through
fiscal 2010), we have experienced average same store sales
growth of 4.2%. Various factors affect same store sales,
including:



consumer preferences, buying trends and overall economic trends;



the rate at which our existing and new machines mature;



weather, including the ambient temperature as compared to the
historical averages;

general consumer traffic at the retail locations at which our
machines are installed.

In general, we expect the volume of sales of a machine to
increase as its location matures. Typically the longer a machine
is installed at a particular location and consumers develop
familiarity with the location and the product, the volume of
sales increases. With approximately 3,300 net new machines
installed from January 2008 through April 2011, nearly all of
these placed at unique locations, we believe that we are well
positioned to grow our same store sales as these locations
continue to mature. Importantly, same store sales can be
affected by both improving the average vends per machine or
through increasing the pricing per vend. We believe that the
combination of our recently deployed locations maturing and the
opportunity to increase retail pricing while maintaining our
value positioning relative to other bottled water offerings
positions us for long-term same store sales growth.

New
Machine Placements

Placing machines in new locations is an important part of our
growth strategy. We believe we are poised to significantly
accelerate our current growth trajectory in large part through
increasing the placement of machines in new locations. On a net
basis, from January 2008 through April 2011, we have installed
approximately 3,300 incremental machines. We have a large
backlog of near-term and longer-term location opportunities. In
fiscal year 2010, we entered into contracts that give us access
to more than 10,000 new locations across several retail
channels, including drug stores, dollar stores and other
retailers. We are evaluating these potential locations carefully
and cannot at this time predict how many machines we will
install at these new locations. We plan to take advantage of
these growth opportunities by leveraging our national service
infrastructure and the broadest offering of
state-of-the-art
equipment in the industry.

Except for the loss of a single customer in fiscal 2010,
accounting for approximately 550 machines, we have not
historically experienced significant discontinuation of
locations. Our retail relationships are generally long-term in
nature and are typically evidenced by multi-year contracts.
Additionally, unlike traditional retail operations, we have the
ability to redeploy our machines should we decide to discontinue
a location. This enables us to leverage our capital invested in
a machine by relocating it to a more desirable location.

Gross
Profit and Cost of Revenues

Gross profit equals our revenues minus our cost of revenues.
Cost of revenues include commissions to retailers based on our
revenues, the costs associated with servicing the water vending
machines (such as wages and benefits for our in-house service
professionals, vehicle expenses and fuel and filters and other
consumable components of our machines) and depreciation and
amortization. In general, we do not pay for water or electricity
for our vending locations, as the commissions we pay our retail
partners are intended to compensate them for these components.

We believe that we have the capacity to meet the growing demands
of customers in our markets with our existing national in-house
service platform. As we expand our machine placements, we expect
our operating expenses to increase in the aggregate, but on a
per machine basis, we expect to gain leverage with respect to
servicing costs as we better utilize our existing national
in-house platform.

Depreciation
and Amortization

Depreciation and amortization expense represents primarily a
combination of both depreciation associated with vending
machines and their installation and amortization of prepaid
contract rights. Vending machines are generally depreciated over
13 years while installation costs are depreciated over five
years, which is the typical contractual period with retailers.
In 2004 and 2005, we invested approximately $30 million
upgrading our fleet of machines. This investment was depreciated
over five years; accordingly, we experienced

a sharp decline in depreciation expense in fiscal year 2010. In
periods during which we are increasing deployment of machines,
depreciation expense will generally increase.

Selling,
General and Administrative Expenses

Our selling, general and administrative (SG&A)
expenses consist primarily of wages, salaries and other employee
benefits for our managerial, administrative and sales personnel
and other overhead items. As we expand our machine placements we
expect to leverage our existing SG&A cost basis. However,
we do expect an increase in our administrative expenses as a
result of the additional costs related to this offering and our
subsequent status as a public reporting company. We estimate the
annual incremental costs to operate as a public company to be
between $1.0 million and $2.0 million.

Corporate
Tax

As of January 2, 2011, we had net operating losses of
approximately $58.8 million for federal income tax purposes
and $16.8 million for California income tax purposes. These
losses expire at various dates from 2011 through 2030. To the
extent available, we intend to use any net operating loss
carryforwards to reduce the federal and state income tax
liabilities associated with our operations. See Critical
Accounting Policies  Valuation of Deferred Income
Taxes and Note 6 to the Consolidated Financial
Statements for information concerning possible limitations on
the use of net operating loss carryforwards.

Other
Items Related to This Offering

We had deferred financing costs, net, of $4.4 million as of
January 2, 2011. In connection with the repayment of a
portion of our outstanding indebtedness with the proceeds of
this offering as described under Use of Proceeds, we
expect that we will recognize a non-cash charge in the quarter
in which this offering is consummated of approximately
$ million to reduce our
deferred financing costs, net, assuming an initial public
offering price of $ per share, the
mid-point of the estimated range set forth on the cover of this
prospectus.

In addition, in connection with this offering we expect to grant
options to purchase shares of
our common stock to our executive officers and certain other
employees with an exercise price equal to the initial public
offering price. We anticipate that we will recognize
approximately $ to
$ million of stock-based
compensation expense as a result of these grants, which will be
recognized over the -year vesting
period applicable to these options.

As discussed above, we also estimate that we will incur annual
incremental costs to operate as a public company of
$1.0 million to $2.0 million.

Revenues decreased $3.7 million, or 3.6%, to
$100.1 million in fiscal year 2010 from $103.8 million
in fiscal year 2009, which included an additional
53rd week
ended on January 3, 2010. The overall decrease in revenues
resulted from abnormally cold temperatures throughout much of
the United States, the relocation of approximately 550 machines
attributed to the loss of a single customer and the
53rd
week, which contributed $1.5 million in additional revenue
in fiscal year 2009. The decrease in revenues was partially
offset by 807 more machines on location in fiscal year 2010
compared to fiscal year 2009 and the maturing of newer machine
placements. Same store sales decreased 0.3% in fiscal year 2010
compared to fiscal year 2009 for the reasons noted above. Same
store sales were $85.1 million, or 85.1%, of
$100.1 million revenues generated in fiscal year 2010.

Operating
Expenses

Operating expenses decreased $0.4 million, or 0.6%, to
$65.7 million in fiscal year 2010 from $66.1 million
in fiscal year 2009. This decrease was the result of a 2.2%
decrease in commissions as a result of a decrease in revenues
offset by a 4.7% net increase in labor and benefits, replacement
parts and fuel expenses to support the growth in machines. As a
percentage of revenues, operating expenses increased
200 basis points to 65.7% in fiscal year 2010 from 63.7% in
fiscal year 2009.

Depreciation
and Amortization

Depreciation and amortization decreased $2.6 million, or
17.2%, to $12.6 million in fiscal year 2010 from
$15.2 million in fiscal year 2009, as depreciation from new
capital expenditures was less than the run-off of depreciation
associated with significant investments in vending machines and
machine upgrades during 2004 and 2005. Depreciation and
amortization as a percentage of revenues decreased
200 basis points to 12.6% in fiscal year 2010 from 14.6% in
fiscal year 2009.

Gross
Profit

Gross profit decreased $0.7 million, or 3.3%, to
$21.8 million in fiscal year 2010 from $22.5 million
in fiscal year 2009. As a percentage of revenues, gross profit
margin increased 10 basis points to 21.8% in fiscal year
2010 from 21.7% in fiscal year 2009, as a result of the above
factors.

Selling,
General and Administrative Expenses

Selling, general and administrative expenses decreased
$0.9 million, or 6.0%, to $14.1 million in fiscal year
2010 from $15.1 million in fiscal year 2009, primarily as
the result of a reduction in incentive compensation expense. As
a percentage of revenues, selling, general and administrative
expenses decreased 40 basis points to 14.1% in fiscal year
2010 from 14.5% in fiscal year 2009.

Interest
Expense

Interest expense increased by $0.2 million, or 2.0%, to
$8.6 million in fiscal year 2010 from $8.4 million in
fiscal year 2009. The increase was attributable to an increase
in borrowing under the revolving credit facility and an increase
in the interest rate paid from 3.0% to 4.0% effective July 2010.

Net
Loss

Net loss improved by $0.1 million to a net loss of
$0.9 million in fiscal year 2010 from a net loss of
$1.0 million in fiscal year 2009 due to the factors
discussed above.

Revenues increased $9.1 million, or 9.6%, to
$103.8 million in fiscal year 2009, which included an
additional
53rd week
ended on January 3, 2010, from $94.7 million in fiscal
year 2008. The overall increase in revenues resulted from a
greater number of machines on location and an increase in same
store sales growth across existing locations. The
53rd week
contributed $1.5 million in additional revenue in fiscal
year 2009. Same store sales increased 6.5% in fiscal year 2009
compared to fiscal year 2008. Same store sales were
$87.3 million, or 84.1%, of $103.8 million revenues
generated in fiscal year 2009. We also installed 1,088 net
new machines in fiscal year 2009.

Operating
Expenses

Operating expenses increased $5.4 million, or 8.9%, to
$66.1 million in fiscal year 2009 from $60.7 million
in fiscal year 2008. The increase was the result of a 9.7%
increase in commissions as a result of increased revenues and a
10.5% increase in labor and benefits and replacement parts to
support the growth in machines. As a percentage of revenues,
operating expenses decreased 40 basis points to 63.7% in
fiscal year 2009 from 64.1% in fiscal year 2008.

Depreciation
and Amortization

Depreciation and amortization decreased by $0.4 million, or
2.6%, to $15.2 million in fiscal year 2009 from
$15.6 million in fiscal year 2008, as depreciation from new
capital expenditures was less than the run-off of depreciation
associated with prior investments in vending machines and
machine upgrades. As a percentage of revenues, depreciation and
amortization decreased 180 basis points to 14.6% for fiscal
year 2009 as compared to 16.4% in fiscal year 2008.

Gross
Profit

Gross profit increased $4.1 million, or 22.2%, to
$22.5 million in fiscal year 2009 from $18.4 million
in fiscal year 2008. As a percentage of revenues, gross profit
margin increased 220 basis points to 21.7% in fiscal year
2009 from 19.5% in fiscal year 2008, as a result of the above
factors.

Selling,
General and Administrative Expenses

Selling, general and administrative expenses increased
$0.5 million, or 3.7%, to $15.1 million in fiscal year
2009 from $14.5 million in fiscal year 2008, which was
primarily attributable to a 7.0% increase in labor and benefit
costs. As a percentage of revenues, selling, general and
administrative expenses decreased 80 basis points to 14.5%
in fiscal year 2009 from 15.3% in fiscal year 2008 as a result
of improved operating leverage.

Interest
Expense

Interest expense decreased by $0.2 million, or 2.1%, to
$8.4 million in fiscal year 2009 from $8.6 million in
fiscal year 2008, which was attributable to lower average
interest rates on the revolving credit facility offset by
slightly higher outstanding balances.

Net
Loss

Net loss improved by $3.5 million to a net loss of
$1.0 million in fiscal year 2009 from a net loss of
$4.5 million in fiscal year 2008 due to the factors
discussed above.

Critical
Accounting Policies

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period. We base

these estimates and assumptions, which we believe to be valid
and reasonable under the circumstances, upon historical
experience, projected information, and existing, known
circumstances. On an ongoing basis, we evaluate our estimates,
including those related to revenue recognition, allowance for
doubtful accounts, repair parts, valuation of goodwill,
depreciable useful lives, valuation of long-lived assets and
income taxes. Actual results could differ from these estimates.
Specifically, management must make estimates in the following
areas:

Revenue
Recognition

We recognize revenue from the sale of our product at the point
of purchase, which occurs when the customer vends the water and
pays for the product. As it is impractical to visit all machines
at the end of each reporting period, we estimate our revenue
from the last time each machine was serviced until the end of
the reporting period, based on the most current daily volume of
each machine. For the years ended December 28, 2008,
January 3, 2010 and January 2, 2011, we recorded
approximately $2.6 million, $2.8 million and
$2.9 million, respectively, of such estimated revenues,
which for each year represents an average of approximately
12 days per machine.

Allowance
for Doubtful Accounts

We record accounts receivable for revenues generated by non-coin
machines. Such revenues are collected by the retailers and
remitted to us. We provide a reserve against receivables for
estimated losses that may result from a retailers
inability to pay. We determine the amount of the reserve by
analyzing uncollected accounts, aged receivables, historical
losses and the retailers creditworthiness. Amounts later
determined and specifically identified to be uncollectible are
charged or written off against this reserve. Accounts receivable
totaled $1.7 million and the allowance for doubtful
accounts was $64,000 at January 2, 2011. This allowance is
consistent with our historical amounts reserved.

Repair
Parts

Repair parts are stated at cost (moving weighted average) and
represent machine parts used to maintain vending machines in
operation. Management reviews repair parts on a regular basis
for excess, obsolete and impaired items based on estimated
future usage. The likelihood of any material write-down is
dependent on future machine repairs or new machine developments.
Historically, we have not experienced material write-offs in
repair parts due to our ability to use these parts in a variety
of our vending machine models. Repair parts were valued at
$3.4 million at January 2, 2011.

Valuation
of Goodwill

In accordance with accounting guidance on goodwill, we perform
an annual impairment analysis to assess the recoverability of
goodwill on the last day of each fiscal year. Goodwill is
considered to be impaired if it is determined that its carrying
value exceeds its fair value. In addition to the annual
impairment analysis, an interim analysis is required if an event
occurs or circumstances change that would more likely than not
reduce the fair value below its carrying value. Assessing the
impairment of goodwill requires us to make assumptions and
judgments regarding the fair value of our net assets. We
estimate fair value using estimates of future cash flows,
discount rates, growth rates, and other assumptions. We have
completed our annual evaluation for the impairment of goodwill
as of January 2, 2011 and have determined that no
impairment existed as of that date. The net book value of
goodwill totaled $7.1 million as of January 2, 2011.

Depreciable
Useful Lives

We own all of the vending machines we operate. Property and
equipment is recorded at cost and is depreciated using the
straight-line method over the estimated useful lives of the
asset. Vending equipment is estimated to have a useful life of 5
to 13 years and is generally depreciated to a 10% salvage
value. We continually assess the useful lives of our vending
equipment and other property and equipment for appropriateness.
The salvage value is an estimate of the replacement value of the
components expected to be recovered upon disposal of the
machine. Costs associated with installing vending equipment are
capitalized and depreciated over five years. Other equipment,
furniture and fixtures have an estimated useful life of three to

ten years. Leasehold improvements are given an estimated useful
life of the shorter of its estimated life or the term of the
lease. All maintenance, repair and refurbishment costs are
charged to operations as incurred. Additions and major
improvements are capitalized.

Valuation
of Long-Lived Assets

Included in our long-lived assets are property and equipment and
definite-lived intangible assets. Long-lived assets are reviewed
for impairment when events or circumstances indicate that the
carrying amount of an asset may not be recoverable. Factors that
would indicate potential impairment may include, but are not
limited to, significant decreases in the market value of the
long-lived asset, a significant change in the long-lived
assets physical condition, and operating or cash flow
losses associated with the use of the long-lived asset.
Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of the assets to the future
net cash flows, undiscounted and without interest, expected to
be generated by the asset. An impairment loss would be
recognized when the carrying amount of a long-lived asset or
asset group is not recoverable and exceeds its fair value. The
carrying amount of a long-lived asset or asset group is not
recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use and eventual disposition of the
asset or asset group. Based on their similar characteristics and
interchangeability at various locations, we evaluate our
machines for impairment at the group level. In the fiscal years
ended December 28, 2008, January 3, 2010, and
January 2, 2011, there has been no impairment of long-lived
assets recorded. At January 2, 2011, the net book value of
identifiable intangible assets that are subject to amortization
totaled $14,000 and the net book value of property and equipment
totaled $45.3 million. Significant judgments and estimates
by management are required to project cash flows and, if
required, estimate the fair value of the long-lived assets. The
estimated future cash flows are based upon, among other things,
our strategic plans with regard to our business and operations;
assumptions about expected future operating performance and the
interpretation of current and future economic indicators. To the
extent that the judgments used by us to calculate our future
cash flows prove to be inaccurate or there are significant
changes in market conditions, it is possible that our
conclusions regarding long-lived asset impairment could change.

Valuation
of Deferred Income Taxes

As of January 2, 2011, we had federal and California net
operating loss carryforwards of $58.8 million and
$16.8 million, respectively. Of the $58.8 million
federal net operating loss carryforwards, $1.8 million will
expire in 2012, and the remainder will expire at various dates
from 2018 through 2030. The California net operating loss
carryforwards will expire at various dates from 2011 through
2030. In addition, we have federal and California excess tax
benefit carryovers of $9.8 million and $3.6 million,
respectively, related to stock option deduction windfalls that
can only be realized in additional paid-in capital to the extent
they are used to reduce taxes paid. The alternative minimum tax
credit does not have an expiration date. Valuation allowances
are established, when necessary, to reduce deferred tax assets
to the amount more likely than not to be realized. The ability
to utilize these assets depends on future taxable income, our
ability to deduct tax loss carryforwards against future taxable
income, the effectiveness of our tax planning strategies among
the various tax jurisdictions in which we operate and any
significant changes in the tax treatment received on our
business combinations. We believe it is not more likely than not
that our deferred tax assets will be realized and, therefore, we
have recorded a valuation allowance on our net deferred tax
assets as of January 2, 2011.

In the event that we were to determine that we are able to
realize any of our deferred tax assets in the future, an
adjustment to the valuation allowance would increase net income
in the period such determination was made. We believe that the
most significant uncertainty that will impact the determination
of our valuation allowance will be our estimation of the extent
and timing of future net income, if any. To the extent
available, we intend to use any net operating loss carryforwards
to reduce the federal and state income tax liabilities
associated with our operations. However, if we do not achieve
profitability prior to their expiration, we will not be able to
fully utilize our net operating losses to offset income.
Section 382 of the Internal Revenue Code of 1986, as
amended, generally imposes an annual limitation on the amount of
net operating loss carryforwards that may be used to offset
taxable income when a corporation has undergone certain changes
in stock ownership. Our ability to utilize net operating loss
carryforwards may be limited, under this section or otherwise,
by the issuance of common stock in this offering or by changes
in stock ownership occurring prior to or following this
offering. We have not completed an analysis of the effects of
this offering or any such

changes in stock ownership. To the extent our use of net
operating loss carryforwards is significantly limited, our
income could be subject to U.S. corporate income tax
earlier than it would if we were able to use net operating loss
carryforwards, which could result in lower profits.

Seasonality
and Quarterly Results

Historically, we have recognized a somewhat larger share of our
revenues in the second and third quarters of the year, driven by
increased sales volume in the warm, dry summer months. Our
revenues may be impacted by the effect of the weather.
Specifically, in periods when the weather is warmer or there is
less precipitation than usual, our revenues would likely
increase, and in periods when the weather is colder or there is
higher precipitation, our revenues would likely decline.

Our operating expenses and, therefore, our overall margins are
also seasonally impacted; consequently, our overall operating
income typically is higher in the second and third quarter and
lower in the first and fourth quarters.

The following table sets forth our historical unaudited
quarterly results of operations for our most recent four fiscal
quarters. This information has been prepared on the same basis
as our annual audited financial statements contained herein and
includes all adjustments, consisting only of normal recurring
adjustments that we considered necessary for a fair presentation
of such periods.

Fiscal Year 2010

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

($ in thousands, except per share data)

Revenues

$

23,035

$

25,449

$

28,265

$

23,307

Cost of revenues:

Operating expenses

15,717

16,414

17,977

15,596

Depreciation and amortization

3,347

3,157

3,004

3,052

Total cost of revenues

19,064

19,571

20,981

18,648

Gross profit

3,971

5,878

7,284

4,659

Selling, general and administrative expenses

3,681

3,770

3,577

3,121

Income from operations

290

2,108

3,707

1,538

Interest expense

2,112

2,112

2,160

2,194

Income (loss) before income taxes

(1,822

)

(4

)

1,547

(656

)

Income tax expense (benefit)

61

6

(143

)

41

Net income (loss)

$

(1,883

)

$

(10

)

$

1,690

$

(697

)

Basic and diluted net income (loss) per share:

Basic net income (loss) per share:

$

(0.69

)

$

(0.00

)

$

0.62

$

(0.26

)

Weighted average shares used in calculation

2,714,873

2,715,209

2,718,548

2,718,861

Diluted net income (loss) per share:

$

(0.69

)

$

(0.00

)

$

0.60

$

(0.26

)

Weighted average shares used in calculation

2,714,873

2,715,209

2,807,070

2,718,861

Liquidity
and Capital Resources

Our cash requirements have principally been for working capital
and capital expenditures. Our working capital requirements
generally reflect the growth in our business and its
seasonality. Historically, we have funded our working capital
and our capital investments (primarily vending equipment and
their installation) from cash flows provided by our operating
activities, borrowings available under our revolving credit and
long-term debt.

We believe that, based on our current business plan, the
proceeds of this offering, our cash and cash equivalents on
hand, cash from operations and borrowings available to us under
our revolving credit facility, we will be able to meet our
capital expenditure requirements and liquidity needs for the
foreseeable future. We may require additional capital to meet
our longer term liquidity and future growth requirements.
Although we believe that we have adequate sources of liquidity,
future weakening of economic conditions could adversely affect
our business and liquidity. In addition, continued instability
in the capital markets could adversely affect our ability to
obtain additional capital to grow our business and would affect
the cost and terms of such capital.

Cash
Flows

The following table shows the components of our cash flows used
in and provided by operating, investing and financing activities
for the periods presented:

Cash provided by operating activities decreased by
$4.7 million to $10.1 million in fiscal year 2010, as
compared to 2009, primarily due to lower revenues for the year
combined with added operating costs to support new machine
growth.

Cash provided by operating activities increased by
$6.6 million to $14.7 million in fiscal year 2009, as
compared to 2008, primarily due to higher revenues for the year
and increases in accounts payables, accrued liabilities and
commissions.

Cash
Used in Investing Activities

Cash flows used in investing activities increased by
$0.7 million to $12.7 million as compared to fiscal
year 2009, as a result of additional capital expenditures for
vending equipment and machinery and its associated installation
cost to serve our increasing placement demand.

Cash flows used in investing activities increased by
$1.1 million to $12.0 million in fiscal year 2009 as
compared to fiscal year 2008, as a result of additional capital
expenditures for vending equipment and machinery and its
associated installation cost to serve our increasing placement
demand.

Cash
Provided by (Used in) Financing Activities

Cash flows provided by financing activities increased by
$4.9 million from a use of $2.3 million in fiscal year
2009 to cash provided of $2.6 million in fiscal year 2010
primarily as a result of increased borrowing to support capital
equipment expenditures in light of lower cash provided by
operating activities.

Cash flows (used in) financing activities increased by
$5.2 million from cash provided of $2.9 million in
fiscal year 2008 to cash used of $2.3 million in fiscal
year 2009. Cash financing requirements, specifically

borrowing from the revolving line of credit, decreased as a
result of lower dividend payments of $1.3 million in fiscal
year 2009 as compared to fiscal year 2008 and increased cash
from operating activities due to the higher revenue levels in
fiscal year 2009.

Indebtedness

Long-Term Debt. Long-term debt consists of
$87.6 million of 9.0625% Junior Subordinated Debentures,
which mature on January 31, 2028 but may be redeemed at our
option at any time at 100% of their principal amount plus any
accrued but unpaid interest. Interest on the Junior Subordinated
Debentures accrues at an annual rate of 9.0625% and is payable
monthly in arrears. The Junior Subordinated Debentures were
issued in January 1998 to Glacier Water Trust I (the
Trust), a newly created Delaware business trust and
a wholly owned subsidiary of the Company. Concurrent with this
transaction, the Trust completed a public offering of 3,400,000
of 9.0625% Cumulative Trust Preferred Securities with a
liquidation amount of $25.00 per security (the
Trust Preferred Securities). The Trust exists
for the sole purpose of issuing Trust Preferred Securities
and purchasing Junior Subordinated Debentures issued by the
Company.

We hold 105,154 shares of the Trusts common securities and
145,922 shares of Trust Preferred Securities as of
January 2, 2011. Because of our ownership of the common
securities of the Trust and of Trust Preferred Securities,
if the Junior Subordinated Debentures were redeemed in full and
the Trust were liquidated, we would receive $6.3 million
upon liquidation of the Trust. Accordingly, the outstanding
principal amount of Junior Subordinated Debentures, net of those
in which we have beneficial interest, is $81.4 million as
of January 2, 2011.

As indicated under Use of Proceeds, we intend to
redeem $ principal amount of
Junior Subordinated Debentures (or
$ principal
amount if the underwriters exercise their over-allotment option
in full) with the proceeds of this offering.

Revolving Credit Facility. We have a revolving credit
line agreement with City National Bank (CNB), which
as of December 22, 2009, provided for total availability of
$33.0 million through expiration in July of 2010, and
interest of prime plus between (0.25%) and 0.75% depending on
certain covenant ratios. Through 2009 and until July 17,
2010 the rate remained at the CNB prime rate less 0.25% (3.00%
per annum).

The CNB revolving credit line agreement was modified on
April 8, 2010 and again on December 10, 2010. The
April modification extended the expiration date from
July 17, 2010 to July 1, 2012 and changed the monthly
interest calculation beginning July 18, 2010 to prime plus
between 0.25% and 1.00% depending on certain covenant ratios,
but with a floor of no less than 4.00%, which has been the
effective rate on the line through the balance of 2010. The
modification also added an annual loan fee of approximately 0.5%
of the available balance of the credit facility and a principal
reduction of the loan availability amount of $1.5 million
per quarter beginning in January of 2011 through July of 2012.
In December of 2010, the loan was modified to increase the
availability on the line to $40.0 million through the end
of June 2011 and to suspend the scheduled principal reductions
to start instead in July of 2011. Certain other standard
covenants were modified as well.

As of January 2, 2011, there was $31.2 million
outstanding on this credit facility, with availability of
$8.8 million.

In April 2011, the CNB revolving credit line agreement was
modified to remove the principal reductions called for in the
April 2010 modification, which will leave the availability on
the line at $40.0 million through the end of June 2012, at
which date the loan is due. In the event we are not able to
obtain equity financing to pay down the balance of the revolver
to the levels in the April 2010 modification by the end of
August 2011, CNB retains the right to syndicate our revolving
line with other banks, which would then potentially result in a
re-pricing of the applicable interest rate, fees and covenants
based on the syndicate partners requirements. As indicated
under Use of Proceeds, we intend to repay
$ (or
$ if the underwriters exercise
their over-allotment option in full) of our borrowings under
this line with the proceeds of this offering.

We have initiated discussions with potential lenders concerning
a new revolving credit facility to replace our current revolving
credit facility.

The current revolving credit facility contains various
conditions for extensions of credit and certain financial and
other restrictive covenants. The covenants include computations
based on a rolling four quarter basis, including minimum EBITDA
requirements, maximum capital expenditures and maximum dividend
payments. In addition, there are covenants prohibiting us from
redeeming our Junior Subordinated Debentures or incurring any
additional debt other than ordinary trade debt. We are currently
in compliance with all applicable covenants.

Quantitative
and Qualitative Disclosures About Market Risk

For fixed rate debt, interest rate changes affect the fair value
of financial instruments but do not impact earnings or cash
flows. Conversely, for floating rate debt, interest rate changes
generally do not affect the fair market value but do impact
future earnings and cash flows, assuming other factors are held
constant. The recorded carrying amounts of cash and cash
equivalents approximate fair value due to their short maturities.

We are exposed to market risk related to changes in interest
rates on borrowings under our current revolving credit facility.
Our current credit facility bears interest based on the bank
prime rate, plus an applicable margin. To quantify our exposure
to interest rate risk, a 100 basis point increase in
interest rates would have increased interest expense for the
fiscal years 2008, 2009, and 2010 by approximately $232,000,
$263,000 and $289,000, respectively. Actual changes in interest
rates may differ materially from the hypothetical assumptions
used in computing this exposure.

Contractual
Commitments

We are obligated to make payments under specific contractual
obligations and commitments. We have no minimum annual purchase
requirements under any agreement with any of our vendors. A
summary of these contractual obligations and commitments as of
January 2, 2011 is as follows:

Payment due by period

Less Than

More Than

1 Year

1-3 Years

3-5 Years

5 Years

Total

(in thousands)

Operating leases

$

902

$

878

$

867

$



$

2,647

Line of credit



31,153





31,153

Long-term debt(1)







87,629

87,629

Total

$

902

$

32,031

$

867

$

87,629

$

121,429

(1)

We have a beneficial interest in
$6.3 million of our long-term debt. See Notes 1(h) and
3(a) to the Consolidated Financial Statements.

We are also obligated to make commission payments to retailers
based on a percentage of vending machine revenues. We are unable
to determine the amount of these future payments due to the fact
that they are based on future revenues.

Off-Balance
Sheet Arrangements

Our only off-balance sheet obligations are for
operating leases that are disclosed in the notes to our
consolidated financial statements.

New
Accounting Pronouncements

In December 2009, the FASB issued authoritative guidance for
consolidations and improvements to financial reporting by
enterprises involved with a VIE. The authoritative guidance
revises the test for determining the primary beneficiary of a
VIE from a primarily quantitative risks and rewards calculation
based on the VIEs expected losses and expected residual
returns to a primarily qualitative analysis based on

identifying the party or related-party group (if any) with
(a) the power to direct the activities that most
significantly impact the VIEs economic performance and
(b) the obligation to absorb losses of, or the right to
receive benefits from, the VIE that could potentially be
significant to the VIE. The authoritative guidance requires
kick-out rights and participating rights to be ignored in
evaluating whether a variable interest holder meets the power
criterion unless those rights are unilaterally exercisable by a
single party or related-party group. The authoritative guidance
also revises the criteria for determining whether fees paid by
an entity to a decision maker or another service provider are a
variable interest in the entity and revises the previous
guidance scope characteristic that identifies an entity as a VIE
if the
equity-at-risk
investors as a group do not have the right to control the entity
through their equity interests to address the impact of kick-out
rights and participating rights on the analysis. Finally, the
authoritative guidance adds a new requirement to reconsider
whether an entity is a VIE if the holders of the equity
investment at risk as a group lose the power, through the rights
of those interests, to direct the activities that most
significantly impact the VIEs economic performance, and
requires a company to reassess on an ongoing basis whether it is
deemed to be the primary beneficiary of a VIE. We adopted this
authoritative guidance for the year ended January 2, 2011,
which did not have a material impact on our consolidated
financial statements.

In October 2009, the FASB issued Accounting Standards Update
(ASU)
2009-13,Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
Arrangements. ASU
2009-13
amends FASB ASC Subtopic
605-25,Revenue Recognition  Multiple-Element
Arrangements, to eliminate the requirement that all
undelivered elements have vendor specific objective evidence of
selling price (VSOE) or third-party evidence of
selling price (TPE) before an entity can recognize
the portion of the overall arrangement fee that is attributable
to items that already have been delivered. In the absence of
VSOE or TPE for one or more delivered or undelivered elements in
a multiple-element arrangement, entities will be required to
estimate the selling prices of those elements. The overall
arrangement fee will be allocated to each element (both
delivered and undelivered items) based on their relative selling
prices, regardless of whether those selling prices are evidenced
by VSOE or TPE or are based on the entitys estimated
selling price. Application of the residual method of
allocating an overall arrangement fee between delivered and
undelivered elements will no longer be permitted upon adoption
of ASU
209-13.
Additionally, the new guidance will require entities to disclose
more information about their multiple-element revenue
arrangements. ASU
2009-13 is
effective prospectively for revenue arrangements entered in to
or materially modified in fiscal years beginning on or after
June 15, 2010. Early adoption is permitted. We expect that
the adoption of ASU
2009-13 in
2011 will not have a material impact on our consolidated
financial statements.

In December 2010, the FASB issued ASU
2010-28,Intangibles  Goodwill and Other (Topic 350): When
to Perform Step 2 of the Goodwill Impairment Test for Reporting
Units with Zero or Negative Carrying Amounts, a consensus of the
FASB Emerging Issues Task Force. ASU
2010-28
modifies step 1 of the goodwill impairment test under ASC Topic
350 for reporting units with zero or negative carrying amounts
to require an entity to perform step 2 of the goodwill
impairment test if it is more likely than not that a goodwill
impairment exists. In determining whether it is more likely than
not that a goodwill impairment exists, an entity should consider
whether there are adverse qualitative factors, including the
examples provided in ASC
paragraph 350-20-35-30,
in determining whether an interim goodwill impairment test
between annual test dates is necessary. The ASU allows an entity
to use either the equity or enterprise valuation premise to
determine the carrying amounts of a reporting unit.
ASU 2010-28
is effective for fiscal years, and interim periods within those
years, beginning after December 15, 2010. We expect that
the adoption of ASU
2010-28 in
2011 will not have a material impact on our consolidated
financial statements.

Impact of
Inflation

The primary inflationary factors affecting our operation include
labor and other operating expenses. We do not believe that
inflation has materially affected earnings during the past three
years. Substantial increases in costs and expenses could have a
significant impact on our operating results to the extent that
such increases cannot be passed on through retail price
increases for vended water sold to consumers.

We own and operate the largest network of filtered drinking
water vending machines in the United States and Canada,
with approximately 19,600 machines in place at food, drug,
convenience, mass and other major retailers as of May 1,
2011. Our machines apply a five-step,
state-of-the-art
filtration process that removes particles and impurities to
produce high-quality, great-tasting drinking water that is
dispensed by our machines into one-gallon or five-gallon
containers provided by the customer. This business model
eliminates the bottling and distribution infrastructure required
to deliver traditional bottled water, thereby significantly
reducing cost and the adverse environmental impact. We believe
continued growth in our market will be driven by these factors,
and by the perceived health benefits and growing concerns about
the taste and quality of municipal tap water that we believe are
driving increased demand for bottled water generally.

Our extensive network of self-service coin-operated and
non-coin-operated water vending machines is supported by our
in-house national field service organization, the only one in
the industry, providing our retail partners with compelling
commission streams and incremental customer traffic. We have a
highly diversified retail partner base consisting of food, drug,
convenience, mass and other retailers. Among our retail partners
are Circle K, CVS, Family Dollar, H-E-B, Kroger, Publix, Rite
Aid, Safeway, SuperValu, Wal-Mart, Walgreens and Winn-Dixie.

In fiscal 2010, our machines vended approximately
345 million gallons of filtered drinking water. As of
May 1, 2011, we own and operate approximately 19,600
self-service vending machines in 42 states and Canada,
which we believe represent approximately 60% of all industry
units. We believe we have an unmatched in-house national service
platform, with capacity to meet the growing demands of both
retailers and consumers in our markets.

By filtering and dispensing water at the point of sale, we are
able to avoid the costs of bottling, packaging, shipping and
delivery and associated fuel costs. This results in substantial
savings to the consumer. We charge an average of $0.28 per
gallon, while the price of bottled water sold off the shelf in
retail locations is often three or more times the price of our
vended water. In addition, by eliminating packaging and removing
the supply chain, vended water significantly reduces the
environmental impact associated with other forms of bottled
water. Most consumers of our vended water use their own
refillable containers, although in many cases the retail outlets
where the self-service vending machines are located also sell
empty reusable containers.

Inside our vending machines, impurities in the water are greatly
reduced through a combination of micron filtration, reverse
osmosis, carbon absorption and ultraviolet disinfection. A
simple, hassle-free interface dispenses the filtered water
within seconds, providing water of a quality equal to
alternative bottled water without the plastic waste of
individual bottles.

We have long-term relationships with key national and regional
retail accounts as a result of our brand recognition,
high-quality product, reliable service and compelling value
proposition. Our solution requires no upfront investment from
our retail partners and enables them to monetize typically
unused retail space. Because our consumers make frequent visits
to our retail partners locations to use our machines, the
retailers benefit from incremental customer traffic and
predictable commission revenue while incurring no labor,
inventory or shrinkage expense. We have a diverse retail partner
base and long-standing relationships across many major retail
channels, as evidenced by our high retention rates with
prominent food, drug, convenience, mass and other major
retailers. Nine of our top ten retail partners in terms of
revenue have placed our machines at their stores for over two
decades.

Our machines are serviced by our in-house team of highly trained
technicians, generally on a weekly or
bi-weekly
basis, to ensure that consistent quality standards are met;
apart from this scheduled maintenance and service, our machines
require little attention. Our technicians use handheld computers
that provide us with real-time data from the machines to
facilitate proper and timely maintenance, as well as providing
us with valuable unit performance information.

Our origins date back to the founding of our predecessor, Bottle
Water Vending, Inc., in 1983. In 2001, Brian McInerney, a former
executive of Honeywell International, joined us as our chief
executive officer and Charles Norris, the former President of
McKesson Water Products, which was a leading provider of bottled
water sold through retail stores and home and office delivery,
joined us as chairman. Our management team has driven growth
principally by adding self-service vending machines to existing
and new geographic areas and with new retail partners, as well
as through the successful completion and integration of three
acquisitions in the past 10 years.

We have a strong commitment to growth and over the past five
years we have focused on building a national organization and
infrastructure to provide a scalable platform which can support
this growth. In 2004 and 2005, we invested over $30 million
in machine upgrades, incorporating
state-of-the-art
functionality and appearance enhancements for improved ease of
use and brand recognition. From January 2008 through December
2010, we installed approximately 2,800 net new machines,
representing a compound annual growth rate of 5.4%. We believe
we are now poised to benefit from highly attractive industry
dynamics as well as the maturation of our upgraded and newly
installed machines.

We believe that our value proposition in the vended water market
will help us compete effectively in the vended ice market as
well. We recently began testing self-service ice vending
machines, and have deployed approximately 100 of these machines
as of May 1, 2011. We believe that our placement of ice
vending machines will contribute to our brand awareness and
future growth in both the vended water and the vended ice
businesses.

Industry
Background

The bottled water market, including vended water, has grown from
approximately 4.4 billion gallons sold in 1999 to
approximately 8.5 billion gallons sold in 2009,
representing a compounded annual growth rate of 6.7%, according
to the Beverage Marketing Corporation. The bottled water market
in the United States, which in 2009 totaled approximately
$10.6 billion at wholesale, consists of three primary
segments: domestic non-sparkling, domestic sparkling and
imported water. We operate in the domestic non-sparkling water
segment, which represented approximately 96% of the total market
in terms of gallons sold and approximately 90% of the total
market in terms of wholesale dollar sales in 2009.

Domestic non-sparkling water is distributed through three
principal channels: packaged water sold
off-the-shelf
in retail locations, packaged water delivered to homes and
offices, and water sold through vending machines. Like filtered
water sold
off-the-shelf
or through delivery services, vended water is processed using
advanced filtration methods, including reverse osmosis. Although
generally equivalent in quality, vended water is sold at a
substantially lower price than
off-the-shelf
and delivered water. This is possible, in part, because vended
water eliminates the costs of bottling and packaging (since
consumers provide their own, reusable, containers) and the
fuel-intensive costs of shipping or delivery. Vended water
dollar sales and gallonage have increased for five consecutive
years, including growing from approximately 584 million
gallons in 2004 to 757 million gallons in 2009,
representing a compound annual growth rate of 5.3%. Vended water
accounted for approximately 9.0% of total bottled water volume
in 2009, and we believe it is poised for accelerated growth.

We are the leading brand sold in the domestic vended water
market segment, with approximately 19,600 machines as of
May 1, 2011, which we believe represent 60% of all industry
units. We have accomplished this by providing a compelling value
proposition to both retailer partners and consumers.

We believe that consumers preference toward bottled water
continues to grow as bottled water has become accepted on a
mainstream basis. While it is difficult to quantify bottled
water consumption in all of its forms, according to an April
2010 report by independent market analyst Datamonitor, the
U.S. bottled water market generated retail revenues of
$17.1 billion in 2009. In addition, per capita consumption
of bottled water in the U.S. has increased from 23.2
gallons in 2004 to 27.6 gallons in 2009 and is projected to
reach 29.5 gallons in 2014. This per capita consumption remains
significantly less than in Europe and Mexico, which we

believe indicates there is significant room for continued growth
in domestic consumption of bottled water. We believe that the
following trends have contributed to the increasing demand for
bottled water:



Emphasis on Health and Wellness. As part of a desire
to live a healthier lifestyle, we believe U.S. consumers
are increasingly focused on increasing their water consumption
and drinking water as a substitute for high caloric beverages,
carbonated soft drinks and beverages containing artificial
sweeteners.



Concerns Regarding Taste and Quality of Municipal Tap
Water. Many consumers purchase bottled water not only
due to better taste, but also because of concerns regarding
municipal tap water quality. Municipal tap water is typically
surface water that is treated centrally and pumped to homes. In
this process, contaminants may dissolve into the water through
municipal or household pipes, adversely impacting taste and
quality. Although our vended water is derived from municipal tap
water, as is most other bottled water, it is highly filtered
through our
state-of-the-art
five-step advanced filtration system, which consistently ensures
high-quality, great-tasting water.

Vended water benefits from these trends, but it is particularly
poised to benefit from the following additional dynamics:



Growing Preference for Value. We believe the recent
growth in vended water reflects, in part, consumers
growing preference for more affordable, high-quality bottled
water alternatives. Our vended water presents an extremely
strong value proposition, with the cost to the consumer a small
fraction of the cost of comparable bottled water sold in other
formats. We believe this to be of great and increasing advantage
in the current economic climate of heightened price sensitivity
and decreased emphasis on conspicuous consumption, which is
evidenced by the growth in private label share of the bottled
water market. By significantly reducing the packaging and
delivery costs inherent in the supply chain, vended water
typically retails for $0.20-$0.49 per gallon (averaging $0.28),
compared with $1.00-$1.50 per gallon or more for pre-packaged
water and multipacks. Vended waters cost advantage stems
principally from its disruptive technology,
eliminating packaging costs and the costly and inefficient
traditional supply chain of direct store delivery or warehouse
distribution. We believe that this advantage will grow as oil
prices rise, increasing both the cost of plastics and
transportation.



Increasing Demand for Products with Lower Environmental
Impact. We believe consumers are increasingly favoring
products with a lower environmental impact, with a reduce,
reuse, recycle mindset becoming a common driver of
consumer behavior. Areas of concern include products
packaging materials and carbon footprint, the crude oil used in
production and distribution and the impact on landfills when
packaging is disposed of. Most single-serve PET water bottles
are produced using fossil fuels and contribute to landfill
waste, since only 28% of PET bottles are recycled, according to
a November 2009 Environmental Protection Agency report.
Additionally, according to a December 2008 report by Mintel
International Group Limited, the incidence of people who do not
drink single-serve PET bottled water because of environmental
concerns nearly doubled from 18% in 2007 to 35% in 2008.
Governmental legislation also reflects these concerns with the
passage of bottle bills in many jurisdictions that
tax the purchase of plastic water bottles, require deposits with
the purchase of certain plastic bottles, prohibit the use of
government funds to purchase plastic water bottles and ban
certain plastic bottles from landfills. All of these initiatives
continue to encourage consumers to migrate from disposable
containers to reusable solutions. Consumers have adopted more
environmentally conscious behavior in recent years, with studies
by GfK Roper Consulting and the MIT Sloan Management Review
indicating that a growing number of Americans are making
purchase decisions based on product labeling indicating
environmental benefits.



Favorable Demographics. Vended waters cost
advantage is especially attractive in areas with lower-income or
fixed-income (including senior) populations. Vended water has
also been historically well-accepted in U.S. Hispanic and
Asian-American
communities. The senior, Hispanic and Asian populations are
among the fastest-growing population segments in the
U.S. Also, as noted above,

consumers who favor products with a lower environmental impact
are, we believe, a rapidly growing and important demographic.



Growing Interest in Self-Service Solutions. We have
noted increased consumer interest in and acceptance of the
consumer self-service experience, which is evidenced by the
growing popularity of self-service check-outs and the use of
self-service machines for purposes such as movie rentals and
coin redemption.

Our
Competitive Strengths

We believe our competitive strengths include the following:

Leading
Market Position in Vended Water

We are the market leader in vended water with approximately
19,600 vending machines as of May 1, 2011, which we believe
represent approximately 60% of all U.S. self-service water
vending machines. We vended approximately 345 million
gallons of filtered drinking water in fiscal year 2010. With an
established presence in 42 states and Canada, we are the
only company in this market with a national platform, supported
by a national service force of our own skilled technicians and a
national operational and managerial infrastructure. We believe
that this existing platform is readily scalable and would be
able to support significantly more than our current level of
business.

We have been in the vended water business for more than
25 years. Our predecessor commenced operations in 1983. In
1997, we acquired the vended water business of McKesson Water
Products, which had been a pioneer of the business in the 1960s.

Compelling
Consumer Benefits

We benefit not only from factors which lead consumers to
increase their consumption of bottled water, but also from
factors which lead consumers to do so at lower prices and in a
more environmentally friendly way. These converging factors have
contributed and are likely to continue to contribute to
accelerated growth in the market for bottled water and, more
specifically, the market for vended water. As discussed above,
these factors include the following:

We enable retailers to provide value to their customers and, at
the same time, to satisfy customers preferences for
green solutions while leveraging the retailers
corporate sustainability initiatives and goals. Our vended water
systems permit retailers to promote the green
aspects of our product: less use of fossil fuel and less plastic
waste.

Our machines also benefit retailers by providing to them a
source of filtered water for their own purposes, such as misting
produce and use in in-store bakeries.

Extensive
Retail Relationships

Our strong brand and reputation for quality and value with
retailers nationwide is a key element of our competitive
advantage in the field and is evidenced by our strong
long-standing relationships with major retailers. These
relationships have been built over time by consistently
delivering attractive, well-functioning machines, a responsive
in-house national service force and intelligent data-gathering.

We participate in multiple retail channels, with more than 4,500
retail partners as of March 31, 2011. Although many of our
retail partners are food retailers, we have recently increased
our business in emerging retail channels, including drug,
convenience, mass and other major retailers. Among the retailers
with whom we have existing relationships are Circle K, CVS,
Family Dollar,
H-E-B,
Kroger, Publix, Rite Aid, Safeway, SuperValu,
Wal-Mart,
Walgreens and Winn-Dixie. We have long-standing relationships of
20 years or more with many of our significant retail
partners.

Superior
Service through Our In-House National Field Service
Organization

We are committed to providing the best customer service in our
industry and maintain an in-house service organization rather
than outsourcing this critical component of our business. We
pride ourselves on our outstanding reputation for service, which
we believe to be a principal competitive factor in maintaining
and building our relationships with retail partners and
consumers. We believe it would be difficult to replicate a field
service organization that has the breadth and experience of our
in-house platform.

Our service technicians are all employed and trained directly by
us and are located throughout the United States and Canada,
organized around multiple regional offices. This is the largest
in-house national field service team in our industry. Our team
is reliable and highly responsive. Their frequent visits to
machines (generally on a weekly or bi-weekly basis) ensure a
high level of operation and minimal downtime.

All of our technicians receive a comprehensive course of
in-house and
on-site
training on our systems, including our management information
systems. This common training experience and knowledge base
enables us to effectively communicate and implement
technological advances throughout our team, enhancing its
ability to inspect, monitor and report most effectively.

The composition of our service team is stable, which translates
into continuity of service to retailers.

Modern
Units and Advanced Technology

In 2004 and 2005, we made over $30 million of investments
in our machines to improve functionality, appearance and ease of
use, while strengthening their durability and increasing their
useful lives. In addition, we have expertise in money handling
and counting, and leverage our technology to insure proper chain
of custody and accuracy. Our coin-operated machines are capable
of accepting many forms of payment, including bills, credit
cards and prepaid cards.

All of our service technicians are furnished with handheld
computers with full communications functionality, which offer us
real-time data-gathering capability on a nationwide basis. This
real-time data allows us to respond quickly to sales information
we receive from the machines. Our advanced technology platform
will enable us to support a business with significantly more
volume.

Scalable
National Platform

Our centralized management, in-house national field service
organization and robust technology are highly scalable as our
business grows. We are currently assembling machines to fill
orders to place machines in new locations and we have
substantial additional growth opportunities in the near-term. We
have the capacity to satisfy these growth opportunities with
limited incremental capital expenditures in infrastructure.

We offer the widest range of vending machines in our industry,
including coin-operated outdoor water machines, non-coin indoor
water machines with varying footprints, coin-operated water
vending kiosks and ice vending machines. We believe the
flexibility provided by our product range makes us more
attractive to potential retail partners than our competitors.

Highly
Experienced Management Team with Proven Execution
Capabilities

We are led by a proven management team with the experience and
ability to execute on new opportunities, grow existing
relationships and successfully integrate acquisitions. Our
chairman, chief executive officer and chief operating officer
have worked together as a team for over 10 years and
collectively have more than 75 years of experience in the
consumer products business, including more than 50 years of
collective experience in the water business. During this
10-year
period, they have successfully identified, acquired and
integrated three other vended water companies. The management
team leads a group of experienced regional managers and
dedicated field service personnel, and they are guided by an
experienced board of directors. In addition, our Chairman,
Charles Norris, is the former President of McKesson Water
Products, and other members of our board have significant
experience in both the water industry and other consumer product
companies.

Our
Growth Strategy

We have a strong commitment to growth and over the past five
years we have focused on building a national organization and
infrastructure to provide a scalable platform which can support
this commitment. We believe we are now at an inflection point at
which we can achieve this accelerated growth by pursuing the
following strategies:

Increase
Penetration in Emerging Retail Channels

We believe that our product offerings will allow us to expand
significantly by targeting underserved retail channels,
including gas stations, convenience stores, dollar stores, drug
stores, natural food markets, warehouse chains and home
improvement centers. Approximately 30% of our machines are
currently located in these retail channels, and we believe that
our strong value proposition will allow us to successfully
increase penetration, particularly among retailers that
emphasize value to consumers. In fiscal year 2010, we entered
into contracts that give us access to more than 10,000 new
locations across several of these channels, including drug
stores, dollar stores and other retailers. We are evaluating
these potential locations carefully and cannot at this time
predict how many machines we will install at these new locations.

Increase
Business with Food Retailers

We currently serve approximately 10,000 of approximately 60,000
food retailers in the United States. We intend to pursue
increased business within this established channel by working to
increase the business generated by our installed base as well as
by adding machines at new locations.

Capture
Economics from Maturing Machines

In general, we expect the volume of sales of a machine to
increase as its location matures. Typically the longer a machine
is installed at a particular location and consumers develop
familiarity with the location and the product, the volume of
sales increases. With approximately 3,300 net new machines
installed from January 2008 through April 2011, nearly all of
these placed at unique locations, we believe that we are well
positioned to grow our same store sales as these locations
continue to mature. Importantly, same store sales can be
affected by both improving the average vends per machine or
through increasing the pricing per vend. We believe that the
combination of our recently deployed locations maturing and the
opportunity to increase retail pricing while maintaining our
value positioning relative to other bottled water offerings
positions us for long-term same store sales growth.

Although we have a nationwide presence, our machines are
currently located in zip codes representing only 45% of the
United States population. We believe our water vending machines
are underrepresented at retailers in the Midwest, Southeast and
Northeast regions of the United States. We believe that
technological improvements in our machines and new product
options offered by us will enable us to increase our penetration
in these regions.

As of January 2, 2011, our machines were distributed across
the United States and Canada as follows:

Region

Number of Machines

West

10,339

South

6,023

Midwest

2,140

Northeast

123

Canada

449

Total

19,074

Expand
into Selected International Markets

We believe that we have the ability to profitably expand into
markets outside the United States, either directly or by
partnering with local operators, particularly in countries where
there is greater concern over the quality of unfiltered water.
Per capita consumption is greater in many countries than in the
United States, and in many of these countries the demand for the
kind of value we provide is even stronger than in the
United States.

We have established a strategic relationship with a partner in
Mexico, and we believe similar arrangements could be used to
expand in additional international markets.

Expand
Our Recently Introduced Self-Service Ice Business

We recently began testing ice vending machines, and have
deployed approximately 100 of these machines as of May 1,
2011. These ice vending machines, which we purchase from
unrelated manufacturers, dispense 7 to 10 pound bags of ice,
which is made and bagged in the machine. These machines have the
ability to produce and bag upwards of 1,000 pounds of ice per
day. Bags of ice are generally priced from $1.50 to $2.25.

We believe that ice represents a significant opportunity for us,
as it is a large and highly fragmented industry with no leading
national producers. We believe that our placement of ice vending
machines will contribute to our brand awareness and future
growth in both the vended water and the vended ice businesses.
These machines provide consumers with high-quality ice, an easy
to use consumer interface and enhanced convenience, and they
present retail partners with the same strong value proposition
presented to them by our water vending machines. We believe that
our ice offering will be attractive to retailers who do not
currently sell ice and that it has the potential to compete
effectively, on both a cost and convenience basis, with ice
produced by retailers in-store and with delivered ice. The
addition of the ice machines also increases our geographic
density and maximizes the efficient utilization of our field
service personnel, who will service both water and ice machines.

Pursue
Other Marketing and Product Initiatives

We believe we have significant opportunities to leverage our
national platform and reliable workforce to offer other
environmentally friendly, economical, convenient and healthy
solutions to our retail partners. We intend to further develop
our marketing efforts and to consider other product offerings,
which could include the dispensing of flavor or other additives
to our vended water or the dispensing of
ready-to-drink
water-based beverages.

We believe that opportunities exist to grow through selective
investments and acquisitions, including acquisitions of smaller,
self-service vended water companies, or ice businesses and other
product offerings. We intend to pursue strategic investments and
acquisitions that may enhance our geographic presence or
relationships with retail partners.

Water
Vending Machines

As of May 1, 2011, we operate approximately 19,600 water
vending machines, approximately 15,300 of which are
coin-operated water vending machines, designed for outdoor
locations, and approximately 4,300 of which are
non-coin-operated water vending machines designed for indoor
locations. All of our Glacier Water machines are designed and
built by us, using interchangeable filtration parts to simplify
maintenance.

Coin-operated vending machines are generally placed outside
retail stores, and the retail stores are paid a percentage of
sales as a commission. The average price paid by the consumer
for water vended from these machines is $0.26 per gallon. Our
coin-operated machines are capable of accepting many forms of
payment including dollar bills, credit cards and prepaid cards.

Non-coin vending machines are generally placed inside retail
stores, and the consumer pays for the vended water at check-out
directly to the retailer. The retailer then keeps a percentage
of sales generated as a commission and remits the remainder to
us. The average price paid by the consumer for water vended from
these machines is $0.38 per gallon. Retailers have the option to
offer empty water bottles for sale next to the machines. Indoor
machines are located inside the retailers retail selling
footprint. We offer to retailers a variety of indoor machines
with different footprints in order to provide retailers
flexibility in determining how many linear feet of space to
devote to the machines. In many cases, these indoor machines
provide filtered water for the retailers use for misting
produce and other store purposes.

We generally place our outdoor and in-store water vending
machines on the premises of food and other retailer locations.
We provide the machines and typically pay for installation
costs, while the retailer typically provides and pays for the
required municipally supplied water and for the electricity to
operate the machines. If for any reason we believe that a
machine has been placed in an undesirable location, we can
easily redeploy the machine to an alternative location.

In addition to our core indoor and outdoor water machines on
retailers premises, as of May 1, 2011 we operate 50
coin-operated water vending kiosks with larger capacities than
those of individual outdoor machines. These kiosks are generally
located on rented space in parking lots. In those situations, we
generally pay a fixed monthly rental and for the electricity and
water and retain 100% of all revenues collected.

In almost all cases, we (rather than the retailer) control
retail pricing, which we review on an ongoing basis. Because our
vended water product has substantial cost advantages and
currently a substantial retail price advantage over other forms
of bottled water, we have the potential to selectively or
generally increase our prices. We have tested and will continue
to test price increases to determine their effect on sales in
order to determine the optimal price level at various locations.

Filtration
Process

Our machines are designed with a
state-of-the-art
filtration system which is similar to the filtration that occurs
in large-scale processing plants of other bottled water
companies. Our machines improve the taste and quality of local
water sources through a sophisticated five-step process
utilizing the following systems:

We offer ice vending machines, which produce, bag and dispense 7
to 10 pound bags of ice. These machines have the ability to
produce and bag upwards of 1,000 pounds of ice per day. Bags of
ice are generally priced from $1.50 to $2.25. These machines are
manufactured by unrelated companies. We are currently in the
testing phase with these machines and have deployed
approximately 100 of them as of May 1, 2011.

Retail
Partners

Among the retailers with whom we have long-standing
relationships are: Circle K, CVS, Family Dollar,
H-E-B,
Kroger, Publix, Rite Aid, Safeway, SuperValu, Wal-Mart,
Walgreens and Winn-Dixie. We have long-standing relationships of
20 years or more with many of our significant retail
partners. We believe that these relationships are a result of
our brand recognition, product and service quality and growing
same-store sales. We participate in multiple retail channels,
with more than 4,500 retail partners as of March 31, 2011.
None of our retail partners accounted for more than 10% of our
2010 revenues, and our top 10 retail relationships accounted for
less than 50% of our 2010 revenues.

Most of our arrangements with our retail partners are evidenced
by written contracts which have terms that generally range from
three to five years and contain termination clauses as well as
automatic renewal clauses. During the term of these agreements,
we have the exclusive right to provide water vending machines at
specified locations.

Site
Selection

The placement of our water vending machines at retail locations
is based on a thorough review of each site. Included in the site
review is an analysis of the surrounding trade area in order to
determine the neighborhood demographics, the level of overall
retail activity, the level of direct competition and the
proximity of the site to other water vending machines operated
by us. We also review each site in order to ensure high
visibility and easy access for the consumer, along with
appropriate access to the retailers water supply and power
source. Upon completion of this review, we make a determination
as to the viability of the location and whether a single machine
or multiple machines are required at the time of initial
installation. With large retail chains, we generally place
machines at most of the chains locations as part of our
business agreements.

We create economies of scale in our operations by clustering
machines in close proximity to one another within the geographic
areas served, in order to provide cost-effective, frequent
service. Using our advanced technology and real-time data
gathering capability, we monitor and evaluate demand for our
product at each location. This allows us to continue to evaluate
demand for our product at each location, to evaluate the
productivity of our machines and relocate machines as necessary
to optimize their productivity on an on-going basis.

As we expand, we believe that we will be able to create greater
economies of scale and efficiencies as our penetration becomes
denser, which will permit an individual service technician to
cover more machines with less travel time.

Sales to
Retail Partners

We have both national and regional sales personnel who actively
pursue relationships with new and existing retail partners. Our
sales personnel work closely with retailers to arrange for
prompt installation of our machines and coordination between the
retailers and our service personnel.

Our primary marketing vehicle is our water vending machine and
the billboard effect it creates. As part of our site selection
process, we continually test the market, often using marketing
and promotional programs to help accelerate machine sales and
productivity while monitoring consumer behavior at each
location. Our consumer marketing strategy highlights the core
benefits to consumers, which we believe are superior value and
reduced environmental impact compared to other forms of bottled
water, to help build brand awareness and increase consumer
sales. The modular construction of our water vending machines
also facilitates the potential addition of peripherals, which
could enable us to provide electronic promotions, coupons or
advertising. As we expand into new geographic areas and deploy
additional machines at existing locations, we expect to develop
additional consumer marketing initiatives.

Our
Service Force

Our service team is currently organized into 10 geographic
divisions. All of our service technicians undergo a
comprehensive course of in-house and
on-site
training. We believe that it would be difficult for a competitor
to replicate our in-house service capability.

All of our machines are serviced by our own service technicians
on a regularly scheduled basis, often weekly but generally no
less frequently than bi-weekly. At their regularly scheduled
service calls, our technicians collect cash from all
coin-operated machines, perform component testing and
preventative maintenance, download operating data through their
hand-held computers and transmit that data to our central
office. In addition, our technicians respond to unscheduled
service requests, which may be generated electronically from the
machines themselves through a phone home capability
or by consumers or retail partners.

We believe that our field service team has the necessary skills
to service other machines as we grow, including any expansion
into ice vending and
ready-to-drink
beverage vending and that this will provide positive leverage
and operating efficiency.

Assembly

We assemble our water vending machines at our Vista, California
facility. The assembly process involves installing replaceable
panels and component parts on frames built to last for many
years. Individual filters and other processing components are
generally sourced by us from multiple suppliers. We have
long-term relationships with many of our suppliers.

Competition

We compete with bottled water, with other vended water providers
and with household water filtration systems and devices. We
compete on two levels  both at the retailer and
consumer level.

Bottled water is generally significantly more expensive than our
vended water, and it has a significantly greater impact on the
environment. On average, the price to the consumer for our
vended water is $0.28 per gallon, while the average price per
gallon for other bottled water is typically three or more times
the price.

We believe that our water is comparable in taste and quality to
other bottled water and is, therefore, of a substantially better
value. In addition, our water is environmentally friendlier than
bottled water, with lower environmental impact in terms of
fossil fuel usage (both for the manufacture of bottles and for
transportation) and in terms of plastic waste. At the retailer
level, we believe we offer advantages as well. We believe that
retailers margins on our water are higher than their
typical margins on bottled water, and the presence of one or
more of our machines at the retailers premises should
enable the retailer to reduce valuable shelf space devoted to
bottled water in favor of stocking higher margin products.

None of our competitors in the vended water business combine our
national presence and in-house national field service
organization. With the exception of the Culligan vended water
business (now owned by

Primo Water Corporation), which has a nationwide presence but
not an in-house service force, our competitors in the vended
water market are primarily small to medium-sized operators. We
compete with other vended water producers at the consumer level
on the basis of our prime retail locations and on our greater
consumer visibility as a result of our leading market share and
nationwide presence. These factors are also a basis of
competition at the retailer level. On the retailer level, we
also compete on the basis of what we believe to be superior
customer service on a national and regional level and, for
larger retailers, the advantages of dealing with a national
company and the breadth of our product offerings.

We also compete with household water filtration systems. We
compete in this market on the basis of water taste and quality.
Our water is more comprehensively treated than water produced by
under-the-sink
or faucet filters, which typically have only one level of
treatment, usually simple carbon filtration.

Our ice business competes with other ice vending machines and
other retail ice sales. At a consumer level, we compete in this
market on the basis of cost and quality. At a retailer level, we
compete on those bases, as well as on the basis that our ice
provides an opportunity to retailers to earn revenues without
any inventory or labor costs and in less valuable parts of the
retail footprint.

We may also be deemed to compete with other beverages, including
carbonated and non-carbonated soft drinks, juices, sport and
energy drinks, coffee and tea.

Intellectual
Property

The trade name and trademarks Glacier Water and
Glacier Water & Penguin Design used by us
contain the word Glacier, which is commonly used and
has been registered in connection with other marks and designs
by a number of other entities for water and related services.
The mark Glacier Water, by itself, is considered by
the United States Patent and Trademark Office to be generic in
relation to water and related services. We believe that no party
can claim exclusive rights to Glacier Water, and we
may only claim rights to stylized forms of the mark or the mark
with design elements. We can, however, give no assurance that
other entities might now assert superior or exclusive rights to
the marks and seek to obtain damages from the injunctive relief
against us. Therefore, there can be no assurance that our use of
the trade name and trademarks Glacier Water and
Glacier Water & Penguin Design will not
violate the proprietary rights of others, which could result in
a material adverse effect on us.

We also use the trade names and registered trademarks
Bi-Eau Pure, Clear Choice in Canada, and
the trade name and registered trademark Water Island
in select locations in the United States.

Government
Regulation

The water vending industry is subject to various federal, state
and local laws and regulations, which require us, among other
things, to obtain licenses for our business and water vending
machines, to pay annual license and inspection fees, to comply
with certain detailed design and quality standards regarding the
vending machines and the vended water and to continuously
control the quality of the vended water. Our water vending
machines are subject to routine and random regulatory quality
inspections.

Our vending machines are certified by the National Automatic
Merchandising Association (NAMA). The NAMA
Standard for the Sanitary Design and Construction of Food
and Beverage Vending Machines is a standard governing the
sanitary design and construction of food and beverage vending
machines and related dispensing equipment and incorporates the
requirements of the Model Food Code of the Food and Drug
Administration.

As of March 31, 2011, we had 419 employees, including
36 in assembly, 64 in warehousing, administration and sales and
319 in operations. We hire temporary employees as demand
requires. Our employees are not represented by a labor union,
and we have not experienced any work stoppages. We believe that
our employee relations are good.

Facilities

We lease approximately 46,000 square feet of executive
offices and warehouse space in Vista, California (near
San Diego) for our corporate offices and principal assembly
operations with a lease that expires on December 31, 2015.
We also lease various other facilities for area service centers.
These leases range in size from approximately 1,200 square
feet to 20,200 square feet and expire on various dates from
September 30, 2011 through May 31, 2016. Our
facilities provide adequate space for our current and future
needs, and we expect no difficulty in renewing our principal
leases.

Legal
Proceedings

From time to time, claims are made against us in the ordinary
course of business. As of the date of this prospectus, we are
not a party to any legal proceeding that is likely to have a
material impact on the results of our operations or financial
condition.

The table below shows information about our executive officers
and directors as of May 1, 2011.

Name

Position

Age

Brian H. McInerney

President, Chief Executive Officer and Director

43

Steven L. Murphy

Senior Vice President and Chief Operating Officer

62

Steven D. Stringer

Vice President, Chief Financial Officer and Secretary

54

Luz E. Gonzales

Vice President, Human Resources

58

Brian T. Nakagawa

Vice President, Technology and Information Systems

57

Kenneth W. Sumner, Sr.

Vice President, Sales

70

Charles A. Norris

Chairman of the Board

65

William A. Armstrong

Director

69

William G. Bell

Director

64

Richard A. Kayne

Director

66

Peter H. Neuwirth

Director

72

Heidi E. Yodowitz

Director

57

Set forth below is a brief description of the business
experience of our executive officers and directors.

Executive
Officers

Brian
H. McInerney

Mr. McInerney joined the Company in May 2001 as the
President and Chief Executive Officer. Prior to joining the
Company, Mr. McInerney was the Vice President, Worldwide
Autolite Products for Honeywell International (previously
AlliedSignal), a manufacturing company. Mr. McInerney
joined AlliedSignal in 1997 and served in various marketing
management positions. Mr. McInerney began his marketing
career at Nabisco, a diversified food company. Prior thereto, he
served at KPMG, an accounting firm, as a financial auditor.

Steven
L. Murphy

Mr. Murphy joined the Company in October 2000 as Senior
Vice President and Chief Operating Officer. From 1994 to 2000
Mr. Murphy was Vice President, Operations and then Vice
President, Finance and Chief Financial Officer for World Wide
Parts and Accessories Company (WORLDPAC), a major importer and
distributor of replacement parts for imported cars and light
trucks. From 1977 to 1994, Mr. Murphy served in various
roles including Vice President, General Manager for IMPAC
Imported Parts and Accessories Corporation.

Steven
D. Stringer

Mr. Stringer joined the Company in August 2007 as Chief
Financial Officer. Prior to joining the Company,
Mr. Stringer served as the Vice President, Finance and
Administration of ENCAD, a subsidiary of Eastman Kodak, from
2001 to 2006. From 1994 to 2001, Mr. Stringer served in
various roles for software and technology companies, including
as vice president and chief financial officer.

Luz E.
Gonzales

Ms. Gonzales joined the Company in February 1995 as Vice
President of Human Resources. From 1981 to February 1995,
Ms. Gonzales was Corporate Director of Human Resources for
Southwest Water Company, a water utility and wastewater
management company. Prior thereto, Ms. Gonzales served at
American Isuzu Motors, an automotive manufacturer, as a Human
Resources Manager.

Mr. Nakagawa has served as Vice President, Technology and
Information Systems since February 1996, after joining the
Company as Director of Technology and Information Systems in
June 1995. Prior to joining the Company, Mr. Nakagawa was
the owner of New Frontier Technologies, an information systems
consulting company.

Kenneth
W. Sumner, Sr.

Mr. Sumner joined the Company in February 2002 as Vice
President, Sales upon the Companys acquisition of Pure
Fill Corporation, a vended water company. Mr. Sumner was
the President of Pure Fill Corporation from February 1999
through February 2002. From December 1997 to February 1999,
Mr. Sumner was General Manager of National Water Services,
a subsidiary of Pure Fill Corporation. From 1985 through 1996,
Mr. Sumner held various positions with
Coca-Cola
bottling plants in Kentucky and Virginia.

Directors

Charles
A. Norris

Mr. Norris has served as Chairman of the Board since June
2001. Mr. Norris is the retired President of McKesson Water
Products Company, a bottled water company and wholly-owned
subsidiary of McKesson Corporation, where he served as President
from 1990 until he retired in October 2000. From 1981 to 1990,
Mr. Norris served as President of Deer Park Spring Water
Company (now a subsidiary of Nestle Waters North America) and
served in various operational executive positions with Nestle in
both Switzerland and the United States from 1973 to 1985.
Mr. Norris is a past Chairman of the International Bottled
Water Association.

William
A. Armstrong

Mr. Armstrong has been a director of the Company since
January 2002. Mr. Armstrong is the retired Vice President,
Administration for McKesson Corporation, a health care services
and technology company, where he served in various positions
from 1972 to June 2002.

William
G. Bell

Mr. Bell has been a director of the Company since January
2002. Mr. Bell serves on the Board of Directors of Aqua
Filter Fresh, Inc., Mountain Valley Spring Water LLC, Tyler
Mountain Water Company and Deep Rock Water and was past Chairman
of the International Bottled Water Association. Previously,
Mr. Bell held various management positions at Polar Water
Company, including General Manager and Northern Region Director,
before his departure in 1980 to found Aqua Filter Fresh, Inc.

Richard
A. Kayne

Mr. Kayne has been a director of the Company since March
1995. Mr. Kayne served as Chairman of the Board from
September 1999 to June 2001. Mr. Kayne co-founded Kayne
Anderson Investment Management, Inc. in 1984. Mr. Kayne
currently serves as Chairman of Kayne Anderson Capital Advisors,
L.P., an investment management firm.

Peter
H. Neuwirth

Mr. Neuwirth has been a director of the Company since
January 2000 and has served as Vice Chairman of the Board since
October 2000. Mr. Neuwirth currently serves as Chairman of
the Board of Advanced Engine Management, Inc., a manufacturer of
high-performance automotive systems, and has held that position
since 1997. Mr. Neuwirth served as President of IMPAC
Imported Parts and Accessories Company, Inc., a major importer
and distributor of replacement parts for imported cars and light
trucks to the specialist repair industry from 1979 to 1995.
Mr. Neuwirth currently serves on the advisory board of the
UCLA Neurosurgery Department.

Ms. Yodowitz has been a director of the Company since
February 2003. Ms. Yodowitz recently retired from her role
as Senior Vice President of Finance for McKesson Corporation, a
health care services and technology company, where she served in
various financial positions since 1990. Previously, she served
at Deloitte and Touche, an accounting firm, as a senior manager
in the audit group. Ms. Yodowitz is currently the CFO for
Turning Point Asset Management, an investment management firm
specializing in the acquisition and resolution of residential
mortgages across the United States. She also provides financial
consulting services on a periodic basis.

Board of
Directors

Our board of directors currently consists of seven directors.
Nominees for director are elected for a term of one year.

Director
Independence

Upon the closing of this offering, our common stock will be
listed on the NASDAQ Global Market. Under the applicable NASDAQ
listing standards, independent directors must comprise a
majority of a listed companys board of directors within a
specified period following the closing of its initial public
offering. In addition, NASDAQs rules require that, subject
to specific exceptions, each member of a listed companys
audit committee and those members of the board of directors
determining executive compensation and director nominations be
independent. Audit committee members also must satisfy the
independence criteria set forth in
Rule 10A-3
under the Securities Exchange Act of 1934. Under the NASDAQ
rules, a director will qualify as an independent
director only if, in the opinion of the companys
board of directors, that person does not have a relationship
that would interfere with the exercise of independent judgment
in carrying out the responsibilities of a director.

In order to be considered independent for purposes of
Rule 10A-3
under the Securities Exchange Act of 1934, a member of an audit
committee of a listed company may not, other than in his or her
capacity as a member of the audit committee, the board of
directors or any other board committee: (i) accept,
directly or indirectly, any consulting, advisory or other
compensatory fee from the listed company or any of its
subsidiaries; or (ii) be an affiliated person of the listed
company or any of its subsidiaries.

Our board of directors has determined that each of our
directors, other than Messrs. Kayne and McInerney, is an
independent director under the listing standards of the NASDAQ
Stock Market.

Board
Committees

The board of directors has a standing audit committee, a
standing compensation committee and a standing
nominating/corporate governance committee.

Audit
Committee

The audit committee is responsible, among its other duties and
responsibilities, for overseeing our accounting and financial
reporting processes, the audits of our financial statements, the
qualifications and independence of our independent registered
public accounting firm and our compliance with legal and
regulatory requirements. The audit committee reviews and
assesses the qualitative aspects of our financial reporting, our
processes to manage business and financial risk, and our
compliance with significant applicable legal, ethical and
regulatory requirements. The audit committee, in carrying out
its oversight responsibilities and functions, oversees our
independent auditors engagement, duties, compensation and
performance; reviews with our independent auditors the scope of
audits and our accounting principles, policies and practices;
reviews with our independent auditors and management our audited
annual financial statements; and reviews, approves and ratifies
(if appropriate) related party transactions. The members of our
audit committee are Ms. Yodowitz, Mr. Bell and
Mr. Neuwirth.

The board of directors has determined that Ms. Yodowitz is
an audit committee financial expert, as that term is
defined under applicable SEC rules. Our board of directors has
determined that each member of our audit committee is
independent under the listing standards of the NASDAQ Stock
Market and each member of our audit committee is independent
pursuant to
Rule 10A-3
of the Securities Exchange Act of 1934. Our Board of Directors
has determined that all members of the audit committee meet the
requirements for financial literacy under the applicable rules
and regulations of the SEC and the NASDAQ Stock Market.

Compensation
Committee

The compensation committee is responsible, among its other
duties and responsibilities, for monitoring our compensation
practices and policies, establishing the compensation and
benefits of our officers, monitoring compensation arrangements
applicable to our officers in light of their performance,
effectiveness and other relevant considerations, assisting in
the Companys compliance with the regulations of the SEC
regarding executive compensation and administering our equity
incentive plans. The members of our compensation committee are
Mr. Armstrong, Mr. Neuwirth and Ms. Yodowitz. Our
board of directors has determined that the composition of our
compensation committee meets the independence requirements of
the applicable listing standards of the NASDAQ Stock Market.

Nominating/Corporate
Governance Committee

The nominating/corporate governance committee is responsible for
recommending candidates for election to the board of directors.
The committee is also responsible, among its other duties and
responsibilities, for making recommendations to the board of
directors or otherwise acting with respect to corporate
governance policies and practices, including board size and
membership qualifications; identifying individuals qualified
with such criteria and selecting the director nominees;
determining committee structure and membership; developing
succession plans for our board of directors and officers;
recommending action to our board of directors upon any vacancies
on the board; facilitating the annual evaluation of the
performance of our board of directors and its committees; and
communicating with stockholders, including for the establishment
and communication of a method for stockholders to recommend
potential director nominees for the committees
consideration and recommending to our board of directors other
actions relating to our board of directors, its members and
committees. The members of our nominating/corporate governance
committee are Mr. Armstrong and Mr. Norris. Our board
of directors has determined that the composition of our
nominating/corporate governance committee meets the independence
requirements of the NASDAQ Stock Market required for director
nominations.

Compensation
Committee Interlocks and Insider Participation

Upon the closing of this offering, our compensation committee
will consist of Mr. Armstrong, Mr. Neuwirth and
Ms. Yodowitz. During fiscal year 2010, Mr. Armstrong,
Mr. Neuwirth and Ms. Yodowitz served on our
compensation committee. None of the members of our current
compensation committee or our compensation committee during
fiscal year 2010 is or has at any time been an officer or
employee of ours. None of our officers has served as a member of
the board of directors, or as a member of the compensation or
similar committee, of any entity other than the Company that has
one or more officers who served on our board of directors or
compensation committee during fiscal year 2010.

The following discussion and analysis of compensation
arrangements of our (1) chief executive officer (Brian H.
McInerney), (2) chief financial officer (Steven D.
Stringer) and (3) three most highly compensated officers
other than our chief executive officer and chief financial
officer (collectively, our named executive officers
or NEOs) should be read together with the
compensation tables and related disclosures set forth below.
This discussion contains forward-looking statements that are
based on our current considerations, expectations and
determinations regarding future compensation programs. The
actual amount and form of compensation and the compensation
programs that we adopt may differ materially from current or
planned programs as summarized in this discussion.

Introduction

Our compensation discussion and analysis describes the
objectives of our compensation program and the material elements
of compensation earned by our named executive officers with
respect to fiscal 2010. As we gain experience as a public
company, we expect that the specific direction, emphasis and
elements of our executive compensation program will continue to
evolve. For fiscal 2010, the material elements of compensation
consisted of base salary and an annual cash incentive bonus,
with the relative value of these elements determined based on
job role and financial performance. While we have previously
granted long-term incentive awards, we did not grant any
long-term incentive awards to the NEOs during fiscal 2010.

Compensation
Objectives

The objective of our compensation program is to provide
competitive levels of compensation and benefits to our executive
officers, including our NEOs, to meet our goals of attracting,
retaining and motivating highly skilled management, which is
necessary to achieve our financial and strategic objectives and
create long-term value for our stockholders. Accordingly, our
executive compensation program is designed to establish a
strong, explicit link between annual and long-term incentives
and the achievement of company performance goals. Our executive
compensation program is intended to align the interests of our
named executive officers with the creation of stockholder value
through the use of incentive pay programs, which provide
competitive compensation and mirror company performance.

Compensation
Determination Process

Our compensation committee has the responsibility for
determining the compensation of our named executive officers. In
making compensation decisions, our compensation committee has
relied on the assistance of our Chief Executive Officer in
preparing performance evaluations of the other NEOs and of our
Chief Financial Officer in evaluating the financial, accounting
and tax implications of various compensation awards paid to the
NEOs. However, our Chief Executive Officer and Chief Financial
Officer do not recommend or determine the amounts or types of
compensation paid to the NEOs. Our Chief Executive Officer and
certain of our other executive officers may attend compensation
committee meetings, as requested by the chairman of the
compensation committee, to provide the compensation committee
with information regarding the Companys operational
performance, financial performance or other topics requested by
the compensation committee to assist the compensation committee
in making its compensation decisions. Our executive officers do
not attend any portion of the compensation committee meetings
during which their compensation is determined and approved.

In setting compensation, the compensation committee considers a
variety of factors, including, in addition to the objectives of
the executive compensation program listed above, the competitive
market for corresponding positions within comparable geographic
areas and companies of similar size and stage of development.
The competitive market information is based on survey data
compiled by our human resources department. While the
compensation committee does not undertake a formal benchmarking
process, it does review the survey data to evaluate whether our
compensation policies are in line with the survey data.

The amount of past compensation, including annual bonus awards
and amounts realizable from our long-term incentive programs, is
generally not a significant factor in the compensation
committees determinations, because these awards would have
been earned based on performance in prior years. The
compensation committee does, however, consider prior awards when
considering the retention aspects of our compensation program.

Elements
of Our Executive Compensation Program

The principal elements of our executive compensation program for
2010 were base salary and an annual cash incentive bonus
program. While we have previously granted long-term incentive
awards, we did not grant any long-term incentive awards to our
NEOs during fiscal 2010. As further discussed below, each of
these compensation elements satisfies one or more of our
compensation objectives.

While the compensation committee has not adopted policies with
respect to the allocation between long-term and currently paid
out compensation or cash versus non-cash compensation (or among
different forms of non-cash compensation), the compensation
committee will continue to evaluate its compensation program to
ensure that it provides for a meaningful amount of equity
ownership by our NEOs to help align their interests with those
of our stockholders. For instance, in connection with this
offering, we intend to adopt a Stock Incentive Plan which will
allow for the grant of stock options, restricted shares,
restricted stock units and other equity-based awards to
participants in the plan, including each of the NEOs. The
compensation committee believes that this new equity plan will
further align the interests of our NEOs with those of our
stockholders.

Base
Salary

We believe that a competitive base salary is an important
component of compensation as it provides a degree of financial
stability for our NEOs and is critical to recruiting and
retaining our NEOs. Base salary is also designed to recognize
the scope of responsibilities placed on each NEO and reward each
NEO for his or her unique leadership skills, management
experience and contributions. On an annual basis, our
compensation committee reviews and evaluates for adjustment the
base salaries of our NEOs based on the scope of an NEOs
responsibilities, individual contribution, prior experience and
sustained performance. For fiscal 2010, annual base salaries for
the NEOs increased, on average, by 4.3%.

Annual
Cash Incentive Bonuses

Annual cash incentive bonuses provide a reward for the
achievement of corporate strategic, operational and financial
objectives. Our annual cash incentive bonuses are designed to
motivate executives to achieve superior performance in their
areas of responsibility.

The annual cash incentive bonus opportunity equals a percentage
of the participants annual base salary. Meeting the target
Adjusted EBITDA performance goal qualifies participants for 100%
of the bonus opportunity. NEOs may also receive a threshold
payout equal to 50% of their bonus target for achieving 90% of
target Adjusted EBITDA and a maximum payout equal to 200% of
their bonus target for achieving 130% of target Adjusted EBITDA.

For fiscal 2010, the compensation committee determined that the
Company achieved 90% of its target Adjusted EBITDA performance
goal. The table below sets forth the bonus payouts to be made in
2011 to each of the named executive officers based upon fiscal
2010 performance:

Named Executive Officer

Calculated Bonus Payout

Brian H. McInerney

$

83,750

Steven L. Murphy

51,600

Steven D. Stringer

30,000

Kenneth W. Sumner, Sr.

19,000

Luz E. Gonzales

22,650

Long-Term
Incentives

We adopted long-term incentive programs for executive officers
of the Company in 2004 and 2007. The long-term incentive
programs were three-year programs intended to compensate key
executives based on obtaining certain financial performance
relating to revenues and earnings before interest, taxes and
depreciation by the end of each three-year term. Compensation
from the long-term incentive programs rewards achievement of
strategic long-term objectives and contributes toward overall
stockholder value. In addition, the vesting feature of our
long-term incentive programs contributes to retention by
providing an incentive to our NEOs to remain with the Company
during the vesting period. We did not grant any long-term
incentive awards during fiscal 2010. As noted above and
discussed further below, in connection with this offering, we
intend to adopt a Stock Incentive Plan which will allow for the
grant of stock options, restricted shares, restricted stock
units and other equity-based awards to participants in the plan,
including each of the NEOs.

Stock
Incentive Plan

The Stock Incentive Plan, which will become effective upon the
closing of this offering, provides for the grant of incentive
stock options, non-statutory stock options, restricted stock
awards and other stock-based awards. Upon effectiveness of the
plan, the number of shares of our common stock that will be
reserved for issuance under the Stock Incentive Plan will be the
sum of
(i) shares
of common stock and (ii) the number of shares of our common
stock subject to outstanding awards under our 1994 Stock
Compensation Program, that expire, terminate or are otherwise
surrendered, cancelled, forfeited or repurchased by us. In
addition, our Stock Incentive Plan contains an
evergreen provision that allows for an annual
increase in the number of shares available for issuance under
our Stock Incentive Plan on the first day of fiscal 2012, 2013
and 2014. The annual increase shall be equal to the lesser of
(a) shares
of common stock, (b) % of the
number of shares of our common stock outstanding on the first
day of the fiscal year and (c) an amount determined by our
board of directors.

Our employees, officers, directors, consultants and advisors are
eligible to receive awards under the Stock Incentive Plan;
however, incentive stock options may only be granted to our
employees. No more
than shares
of common stock may be issued pursuant to incentive stock
options under the Stock Incentive Plan. The maximum number of
shares of our common stock with respect to which awards may be
granted to any participant under the plan
is shares
per calendar year.

In accordance with the terms of the Stock Incentive Plan, our
board of directors has authorized our compensation committee to
administer the plan. Pursuant to the terms of the Stock
Incentive Plan, our compensation committee will select the
recipients of awards and determine:



the number of shares of our common stock covered by options and
the dates upon which the options become exercisable;

the number of shares of our common stock subject to any
restricted stock or other stock-based awards and the terms and
conditions of such awards, including conditions for repurchase,
issue price and repurchase price.

If our board of directors delegates authority to an executive
officer to grant awards under the Stock Incentive Plan, the
executive officer has the power to make awards to all of our
employees, except executive officers. Our board of directors
will fix the terms of the awards to be granted by such executive
officer, including the exercise price of such awards, and the
maximum number of shares subject to awards that such executive
officer may make.

Upon a merger or other reorganization event, our board of
directors may, in its sole discretion, take any one or more of
the following actions pursuant to the Stock Incentive Plan as to
some or all outstanding awards other than restricted stock
(except to the extent specifically provided otherwise in an
applicable award agreement or another agreement between us and a
plan participant):



provide that all outstanding awards shall be assumed or
substituted by the successor corporation;



upon written notice to a participant, provide that all of the
participants unexercised options or awards will terminate
immediately prior to the consummation of such transaction unless
exercised by the participant;



provide that outstanding awards shall become exercisable,
realizable or deliverable, or restrictions applicable to an
award will lapse, in whole or in part, prior to or upon the
reorganization event;



in the event of a reorganization event pursuant to which holders
of shares of our common stock will receive a cash payment for
each share surrendered in the reorganization event, make or
provide for a cash payment to the participants with respect to
each award held by a participant equal to (a) the number of
shares of common stock subject to the vested portion of the
award (after giving effect to any acceleration of vesting that
occurs upon or immediately prior to such reorganization event)
multiplied by (b) the excess, if any, of (i) the cash
payment for each share surrendered in the reorganization event
over (ii) the exercise, measurement or purchase price of
such award and any applicable tax withholdings, in exchange for
the termination of such awards; and



provide that, in connection with a liquidation or dissolution,
awards convert into the right to receive liquidation proceeds.

In the case of certain restricted stock units, no assumption or
substitution shall be permitted and the restricted stock units
shall instead be settled in accordance with the terms of the
applicable restricted stock unit agreement.

Upon the occurrence of a reorganization event other than a
liquidation or dissolution, the repurchase and other rights with
respect to outstanding restricted stock shall continue for the
benefit of the successor company and shall, unless the board of
directors may otherwise determine, apply to the cash, securities
or other property into which shares of our common stock are
converted pursuant to the reorganization event; provided that
our board of directors may provide for termination or deemed
satisfaction of such repurchase or other rights under the
instrument evidencing any restricted stock or any other
agreement between us and a plan participant. Upon the occurrence
of a reorganization event involving a liquidation or
dissolution, all conditions on each outstanding restricted stock
award will automatically be deemed terminated or satisfied,
unless otherwise provided in the agreement evidencing the
restricted stock award.

No award may be granted under the Stock Incentive Plan on or
after .
Our board of directors may amend, suspend or terminate the Stock
Incentive Plan at any time, except that stockholder approval may
be required if necessary to comply with applicable law or stock
market requirements.

Perquisites
and Other Benefits

As a general matter, we do not offer perquisites or other
benefits to any of our NEOs with an aggregate value in excess of
$10,000 annually, because we believe we can provide better
incentives for desired

performance with compensation in the forms described above. We
recognize that, from time to time, it may be appropriate to
provide some perquisites or other benefits in order to attract,
motivate and retain our NEOs, with any such decision to be
reviewed and approved by the compensation committee as needed.

Our NEOs are eligible to participate in standard employee
benefit plans, including medical, dental, vision, life, 401(k),
and any other employee benefit or insurance plans made available
to employees.

Employment
Agreements and Severance and Change in Control
Benefits

We believe that a strong, experienced management team is
essential to the best interests of the Company and our
stockholders. We recognize that the possibility of a change in
control could arise and that such a possibility could result in
the departure or distraction of members of the management team
to the detriment of the Company and our stockholders.

We do not currently have employment or change in control
agreements with any of our NEOs but we intend to enter into
employment agreements with certain of our NEOs in connection
with this offering, and we expect those agreements to provide
severance benefits if the employees employment is
terminated without cause or generally in connection with a
change in control.

Fiscal
2010 Executive Compensation Tables

Fiscal
2010 Summary Compensation Table

The following table sets forth the total compensation paid to
our NEOs for fiscal 2010.

Non-Equity

Fiscal

Incentive Plan

All Other

Total

Name and Principal Position

Year

Salary

Bonus

Compensation(1)

Compensation

Compensation

Brian H. McInerney

2010

$

347,914

$



$

83,750

$

2,908

$

434,572

President and
Chief Executive Officer

Steven L. Murphy

2010

258,472



51,600



310,072

Senior Vice President and
Chief Operating Officer

Steven D. Stringer

2010

200,257



30,000



230,257

Vice President and
Chief Financial Officer

Kenneth W. Sumner, Sr.

2010

152,322

9,375

19,000

8,400

189,097

Vice President, Sales

Luz E. Gonzales

2010

151,358



22,650

4,293

178,301

Vice President, Human Resources

(1)

The amounts included in the
Non-Equity Incentive Plan Compensation column
reflect cash awards under our annual cash bonus program to be
paid to the NEOs in fiscal 2011 with respect to fiscal 2010
performance. Please see the Compensation Discussion and Analysis
for further information regarding the annual cash bonus program.

The amounts reported represent the
threshold, target and maximum cash award levels set for fiscal
2010 under the Companys annual cash bonus program. The
amount actually earned by each NEO is included in the Non-Equity
Incentive Plan Compensation column in the Fiscal 2010 Summary
Compensation Table. Please see the Compensation Discussion and
Analysis for further information regarding the annual cash bonus
program.

Outstanding
Equity Awards at Fiscal 2010 Year End

The following table sets forth information regarding outstanding
stock options and unvested shares of restricted stock held as of
January 2, 2011 by our named executive officers.
Information set forth herein with respect to outstanding options
and restricted stock awards does not reflect the stock split we
intend to effect in connection with this offering.

Option Awards

Stock Awards

Number of

Number of

Securities

Shares or Units

Market Value of

Underlying

of Stock That

Shares or Units

Unexercised

Option

Option

Have Not

of Stock That

Options

Exercise

Expiration

Vested

Have Not Vested

Name

Exercisable (#)

Price

Date

(#)(1)

(2)

Brian H. McInerney

72,497

$

8.65

October 7, 2020

57,500

$

1,408,750

1,500

8.00

October 7, 2020

1,500

14.50

October 7, 2020

5,000

15.60

October 7, 2020

Steven L. Murphy

29,208

11.50

October 7, 2020

15,000

367,500

2,670

7.95

October 7, 2020

1,500

8.00

October 7, 2020

1,500

14.50

October 7, 2020

Steven D. Stringer







5,000

122,500

Kenneth W. Sumner, Sr.







5,000

122,500

Luz E. Gonzales

1,191

14.50

October 7, 2020





(1)

All restricted shares vest on the
earlier to occur of January 1, 2012 and the occurrence of a
change in control, subject to the continued employment of the
NEO. For this purpose, a change in control will
generally be deemed to occur if (i) a person or group
(other than Messrs. Kayne and Norris and our benefit plans)
acquires a greater than 40% holding of our capital stock unless
such holding is less than the aggregate holdings of
Messrs. Kayne and Norris, (ii) there is a change in a
majority of our directors or (iii) one of certain
enumerated events (e.g., certain mergers, a sale of assets
or a liquidation) occurs.

(2)

The market value of the unvested
shares is based on the last trading price of our common stock,
as reported in the pink sheets, on December 31, 2010.

Fiscal
2010 Potential Payments Upon a Termination or a Change in
Control

As noted in the Compensation Discussion and Analysis, we do not
currently have employment or change in control agreements with
any of our NEOs but we intend to enter into employment
agreements in connection with this offering with certain of our
NEOs, and we expect those agreements to provide severance
benefits if the employees employment is terminated without
cause or generally in connection with a change in control. If a
change in control occurred as of the last day of fiscal 2010,
unvested restricted shares held by our NEOs would generally
accelerate and vest immediately. Assuming a change in control
occurred on January 2, 2011, Messrs. McInerney,
Murphy, Stringer and Sumner would have received equity values
with respect to the vesting of restricted shares of
approximately $1,408,750, $367,500, $122,500 and $122,500,
respectively.

Risk
Analysis of Compensation Program

The compensation committee has reviewed the Companys
executive and broad-based compensation programs and does not
believe that such programs encourage excessive or unnecessary
risk taking. Base salaries are fixed in amount and thus do not
encourage risk taking. By utilizing cash bonuses that are tied
to company-wide performance measures and by including long-term
incentive programs as a historical element of compensation, the
compensation committee believes that the executive compensation
program aligns our officers objectives with those of our
long-term stockholders.

Fiscal
2010 Compensation of Directors

The following table sets forth the compensation paid to our
non-employee directors in fiscal 2010:

Fees Earned or

All Other

Name

Paid in Cash

Compensation

Total

Charles A. Norris

$

107,000

$



$

107,000

William A. Armstrong

25,000



25,000

William G. Bell

25,000



25,000

Richard A. Kayne

25,000



25,000

Peter H. Neuwirth

25,000



25,000

Heidi E. Yodowitz

30,000



30,000

These amounts are annual fees, paid in quarterly installments
for service as directors and, in the case of Mr. Norris,
for serving as chairman of the board and, in the case of
Ms. Yodowitz, for serving as chair of the audit committee.
The directors are not entitled to any other compensation for
attendance at board or committee meetings and have not received
any equity or options grants during the past three fiscal years.

Directors who also are our employees do not receive any of the
compensation described above.

The following non-employee directors hold options to purchase
the following number of shares of our common stock:
Mr. Bell, 375 shares; Mr. Kayne,
3,000 shares; and Mr. Neuwirth, 1,500 shares.

The following table sets forth certain information regarding the
beneficial ownership of our common stock as
of ,
2011, after giving effect to
a -for- split
of our common stock that occurred
on ,
2011, before and after giving effect to the offering, by:



the selling stockholders;



each of our named executive officers;



each of our directors; and



all of our directors and executive officers as a group.

Apart from the foregoing, there is no person (or group of
affiliated persons) known to us to be the beneficial owner of
more than 5% of our common stock.

Beneficial ownership is determined in accordance with the rules
of the SEC and includes any shares over which a person exercises
sole or shared voting or investment power. Under these rules,
beneficial ownership also includes any shares as to which the
individual or entity has the right to acquire beneficial
ownership of within 60 days
of ,
2011 through the exercise of any warrant, stock option or other
right. Except as noted by footnote, and subject to community
property laws where applicable, we believe that the stockholders
named in the table below have sole voting and investment power
with respect to all shares of common stock shown as beneficially
owned by them. The address for each of the stockholders in the
following table is
c/o Glacier
Water Services, Inc., 1385 Park Center Drive, Vista,
California 92081.

Shares of Common Stock

Shares of Common Stock

Beneficially Owned After

Beneficially Owned After

Shares of Common Stock

the Offering

the Offering

Beneficially Owned Prior

(Assuming Full Exercise of

(Assuming No Exercise of

to the Offering

Over-Allotment
Option)

Over-Allotment Option)

Name of Beneficial Owner

Total

Percent

Total

Percent

Total

Percent

William A. Armstrong

William G. Bell(1)

Richard A. Kayne(1)(2)

Peter H. Neuwirth(1)

Charles A. Norris

Heidi E. Yodowitz

Luz E. Gonzales(1)

Brian H. McInerney(1)

Steven L. Murphy(1)

Brian T. Nakagawa(1)

Kenneth W. Sumner, Sr.

Steven D. Stringer

Executive officers and directors as a group(1)

*

Less than 1%.

(1)

Shares beneficially owned include
shares issuable upon the exercise stock options exercisable
within 60 days
of ,
2011 in the amounts
of
held by
Mr. Bell, held
by
Mr. Kayne, held
by
Mr. Neuwirth, held
by
Ms. Gonzales, held
by
Mr. McInerney, held
by Mr. Murphy,
and held
by Mr. Nakagawa.

(2)

The shares
include
(i)
held directly by Mr. Kayne
(including shares
which may be acquired within 60 days upon exercise of
options) and
(ii) shares
held by managed accounts of Kayne Anderson Capital Advisors,
L.P., a registered investment adviser. Mr. Kayne disclaims
beneficial ownership of such shares held in the managed accounts.

The Audit Committee Charter that we are adopting in connection
with this offering will require our audit committee to review
and approve or ratify any transaction that is required to be
disclosed under Item 404 of
Regulation S-K.
In the course of its review or approval of a transaction, our
audit committee will consider:



the nature of the related persons interest in the
transaction, including the actual or apparent conflict of
interest of the related person;



the material terms of the transaction and their commercial
reasonableness;



the significance of the transaction to the related person;



the significance of the transaction to us and the benefit and
perceived benefits, or lack thereof, to us;



opportunity costs of alternative transactions;



whether the transaction would impair the judgment of a director
to act in the best interest of the Company; and



any other matters the audit committee deems appropriate.

Our audit committee will not approve or ratify a related person
transaction unless it determines that, upon consideration of all
relevant information, the transaction is in, or is not
inconsistent with, the best interests of the Company and
stockholders. No related person transaction will be consummated
without the approval or ratification of our audit committee, and
directors interested in a related person transaction will recuse
themselves from any vote relating to a related person
transaction in which they have an interest.

Since December 30, 2007 and through the date of this
prospectus, no transactions have occurred in which the Company
or any of its subsidiaries was or is to be a participant and in
which any of our directors, officers, holders of more than five
percent of our voting securities or affiliates of our directors,
officers and five percent stockholders had a material interest.

The following directors beneficially own the following number of
shares of Glacier Water Trust I Preferred Securities:
Mr. Kayne, 197,553 shares (including
193,473 shares held in managed accounts, of which
Mr. Kayne disclaims beneficial ownership);
Mr. McInerney, 200 shares; and Mr. Sumner,
4,000 shares. As indicated under Use of
Proceeds, a portion of the proceeds of this offering will
be used to redeem a portion of our Junior Subordinated
Debentures; the redemption of the Junior Subordinated Debentures
will require a corresponding pro rata redemption of the
Trust Preferred Securities. See Managements
Discussion and Analysis of Financial Condition and Results of
Operations  Indebtedness  Long-Term
Debt.

The following is a description of the material provisions of
our capital stock, as well as other material terms of our
amended and restated certificate of incorporation and amended
and restated by-laws as they will be in effect as of the
completion of this offering. This description is only a summary.
For more detailed information, you should refer to our amended
and restated certificate of incorporation and by-laws filed as
exhibits to the registration statement, of which this prospectus
is a part.

General

Our authorized capital stock consists of:
(1) 10,000,000 shares of common stock, par value $0.01
per share, 2,720,048 of which were outstanding at
January 2, 2011 and (2) 100,000 shares of
preferred stock, par value $0.01 per share, none of which were
outstanding at January 2, 2011. The foregoing does not
reflect the stock split described below. As
of ,
2011, there
were
holders of record of our common stock.

Upon the closing of this offering, we will amend our certificate
of incorporation to provide that our authorized capital stock
will consist of (1) 50,000,000 shares of common stock,
par value $0.01 per share and (2) 10,000,000 shares of
preferred stock, par value $0.01 per share.

On ,
2011, we effected
a -for- stock
split, which resulted in our
having shares
of common stock outstanding.

After giving effect to the sale of shares of common stock in
this offering, we expect to
have shares
of common stock outstanding
(or shares
if the underwriters exercise their over-allotment option in
full) and no shares of preferred stock outstanding.

Common
Stock

Voting. Except as otherwise required by Delaware
law, at every annual or special meeting of stockholders, every
holder of common stock is entitled to one vote per share. There
is no cumulative voting in the election of directors.

Dividend Rights. Subject to preferences that may be
applicable to any outstanding series of preferred stock, the
holders of our common stock will receive ratably any dividends
declared by our board of directors out of funds legally
available for the payment of dividends. See Dividend
Policy. Any future determination to pay dividends will be
at the discretion of our board of directors and will depend on
various factors, including our results of operations, financial
condition, capital requirements, contractual restrictions,
outstanding indebtedness, investment opportunities and other
factors that our board of directors deems relevant.

Liquidation and Preemptive Rights. In the event of
our liquidation, dissolution or
winding-up,
the holders of our common stock are entitled to share ratably in
all assets remaining after payment of liabilities, subject to
prior distribution rights of our preferred stock, if any, then
outstanding. The holders of our common stock have no preemptive,
conversion or subscription rights, and there are no redemption
or sinking fund provisions applicable to our common stock.

Fully Paid Shares. Our outstanding shares of common
stock are, and the shares offered by us in this offering will
be, when issued and paid for, fully paid and nonassessable. The
rights, preferences and privileges of holders of common stock
are subject to, and may be adversely affected by, the rights of
the holders of shares of any series of preferred stock that we
may designate and issue in the future.

Preferred
Stock

Following the closing of this offering, there will be no shares
of preferred stock outstanding. Our board of directors will be
authorized to issue from time to time up
to shares
of preferred stock in one or more series without stockholder
approval. Our board of directors will have the discretion to
determine the rights, preferences, privileges and restrictions,
including voting rights, dividend rights, conversion rights,
redemption privileges and liquidation preferences, of each
series of preferred stock. It is not possible to state

the actual effect of the issuance of any shares of preferred
stock on the rights of holders of common stock until our board
of directors determines the specific rights associated with that
preferred stock. Although we have no current plans to issue
shares of preferred stock, the effects of issuing preferred
stock could include one or more of the following:



decreasing the amount of earnings and assets available for
distribution to holders of common stock;



restricting dividends on the common stock;



diluting the voting power of the common stock;



impairing the liquidation rights of the common stock; or



delaying, deferring or preventing changes in our control or
management.

We believe that the ability of our board of directors to issue
one or more series of preferred stock will provide us with
flexibility in structuring possible future financings and
acquisitions, and in meeting other corporate needs that may
arise. The authorized shares of preferred stock, as well as
authorized and unissued shares of common stock, will be
available for issuance without action by our stockholders,
unless such action is required by applicable law or the rules of
any stock exchange or automated quotation system on which our
securities may be listed or traded.

Our board of directors may authorize, without stockholder
approval, the issuance of preferred stock with voting and
conversion rights that could adversely affect the voting power
and other rights of holders of common stock. Although our board
of directors has no current intention of doing so, it could
issue a series of preferred stock that could, depending on the
terms of such series, impede the completion of a merger, tender
offer or other takeover attempt of our Company. Our board of
directors could also issue preferred stock having terms that
could discourage an acquisition attempt through which an
acquirer may be able to change the composition of our board of
directors, including a tender offer or other transaction that
some, or a majority, of our stockholders might believe to be in
their best interests or in which stockholders might receive a
premium for their stock over the then-current market price. Any
issuance of preferred stock therefore could have the effect of
decreasing the market price of our common stock.

Our board of directors will make any determination to issue such
shares based on its judgment as to the best interests of our
Company and its stockholders. We have no current plan to issue
any preferred stock after this offering.

Anti-Takeover
Provisions

There are various provisions in Delaware law, our amended and
restated certificate of incorporation and by-laws could delay or
prevent a change of control of our Company or changes in our
board of directors that our stockholders might consider
favorable. The following is a summary of these provisions.

Delaware
Law

We are subject to Section 203 of the Delaware General
Corporation Law. Section 203 generally prohibits a public
Delaware corporation from engaging in a business
combination with an interested stockholder for
a period of three years after the date of the transaction in
which the person became an interested stockholder, unless:



prior to the date of the transaction, the board of directors of
the corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an
interested stockholder;



upon the consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the voting stock
outstanding (a) shares owned by persons who are directors
and also officers, and (b) shares owned by employee stock
plans in which employee participants do not have the right to

determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer; or



on or subsequent to the date of the transaction, the business
combination is approved by the board of directors and authorized
at an annual or special meeting of stockholders, and not by
written consent, by the affirmative vote of at least two-thirds
of the outstanding voting stock which is not owned by the
interested stockholder.

Section 203 generally defines a business combination to
include:



any merger or consolidation involving the corporation and the
interested stockholder;



any sale, lease, exchange, mortgage, transfer or other
disposition involving the interested stockholder of 10% or more
of the assets of the corporation;



subject to exceptions, any transaction that results in the
issuance or transfer by the corporation of any stock of the
corporation to the interested stockholder;



any transaction involving the corporation that has the effect of
increasing the proportionate share of the stock of any class or
series of the corporation beneficially owned by the interested
stockholder; and



the receipt by the interested stockholder of the benefit of any
loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation.

In general, Section 203 defines an interested stockholder
as any entity or person beneficially owning 15% or more of the
outstanding voting stock of the corporation and any entity or
person affiliated with or controlling or controlled by the
entity or person.

Amended
and Restated Certificate of Incorporation and
By-laws

Undesignated Preferred Stock. Our board of directors
has the ability to issue preferred stock with voting or other
rights, preferences and privileges that could have the effect of
deterring hostile takeovers or delaying changes in control of
our Company or management.

Limits on Ability to Act by Written Consent or Call a Special
Meeting. We have provided in our amended and restated
certificate of incorporation and our by-laws that, in most
circumstances, our stockholders may not act by written consent.
This limit on the ability of our stockholders to act by written
consent may, in the future, lengthen the amount of time required
to take stockholder actions. As a result, a holder controlling a
majority of our capital stock would not be able to amend our
certificate of incorporation or by-laws or remove directors
without holding a meeting of our stockholders called in
accordance with our by-laws.

In addition, our amended and restated certificate of
incorporation and by-laws provide that special meetings of the
stockholders may be called only by our board of directors. A
stockholder may not call a special meeting, which may delay the
ability of our stockholders to force consideration of a proposal
or for holders controlling a majority of our capital stock to
take any action, including the removal of directors.

Requirements for Advance Notification of Stockholder
Nominations and Proposals. Our by-laws establish
advance notice procedures with respect to stockholder proposals
and the nomination of candidates for election as directors,
other than nominations made by or at the direction of our board
of directors or a committee of our board of directors.
Stockholders must notify our corporate secretary in writing
prior to the meeting at which the matters are to be acted upon
or directors are to be elected. The notice must contain the
information specified in our amended and restated by-laws. To be
timely, the notice must be received at our principal executive
office not later than the 90th day nor earlier than the
120th day prior to the first anniversary of the date of the
prior years annual meeting of stockholders. If the date of
the annual meeting is more than 30 days before or after
such anniversary date, or if no annual meeting was held in the
preceding year, notice by the stockholder, to be timely, must be
received not earlier than the 120th day prior to the annual
meeting, and not later than the later of the 90th day prior
to the annual meeting, or the 10th day

following the day on which public announcement of the date of
such meeting is first made or notice of the meeting date is
mailed, whichever occurs first.

Our by-laws may have the effect of precluding the conduct of
certain business at a meeting if the proper procedures are not
followed. These provisions may also discourage or deter a
potential acquirer from conducting a solicitation of proxies to
elect the acquirers own slate of directors or otherwise
attempting to obtain control of our Company.

Board of Directors. Our board of directors may elect
a director to fill a vacancy, including vacancies created by the
expansion of our board of directors.

Our amended and restated certificate of incorporation and
by-laws do not provide for cumulative voting in the election of
directors. The absence of cumulative voting may make it more
difficult for stockholders who own a total of less than a
majority of our voting power to elect any directors to our board
of directors.

Limitations
of Directors Liability and Indemnification

Our amended and restated certificate of incorporation limits the
liability of our directors to the fullest extent permitted by
Delaware law. Delaware law provides that directors of a
corporation will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except for
liability for any:



breach of their duty of loyalty to us or our stockholders;



act or omission not in good faith or that involves intentional
misconduct or a knowing violation of law;



unlawful payment of dividends or redemption of shares as
provided in Section 174 of the Delaware General Corporation
Law; or



transaction from which the directors derived an improper
personal benefit.

These limitations of liability do not apply to liabilities
arising under federal securities laws and do not affect the
availability of equitable remedies such as injunctive relief or
rescission.

Our by-laws provide that we will indemnify and advance expenses
to our directors and officers to the fullest extent permitted by
law or, if applicable, pursuant to indemnification agreements.
They further provide that we may choose to indemnify other
employees or agents of the corporation from time to time.
Section 145(g) of the Delaware General Corporation Law and
our by-laws also permit us to secure insurance on behalf of any
officer, director, employee or other agent for any liability
arising out of his or her actions in connection with his or her
services to us, regardless of whether our by-laws permit
indemnification. We have obtained a directors and
officers liability insurance policy.

We have entered into indemnification agreements with each of our
directors that provide, in general, that we will indemnify them
to the fullest extent permitted by law in connection with their
service to us or on our behalf.

At present, there is no pending litigation or proceeding
involving any of our directors or officers as to which
indemnification is required or permitted, and we are not aware
of any threatened litigation or proceeding that may result in a
claim for indemnification.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission this indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.

Listing

We have applied to list our common stock on the NASDAQ Global
Market under the symbol DRNK.

Transfer
Agent and Registrar

The transfer agent and registrar for our common stock is BNY
Mellon Shareholder Services.

Upon the closing of this offering, based on our outstanding
shares as
of ,
2011, we will have outstanding an aggregate
of shares
of our common stock
( shares
if the underwriters exercise their over-allotment option in
full). Of these shares,
the shares
to be sold in this offering plus any shares issued upon exercise
of the underwriters over-allotment option will be freely
tradable in the public market without restriction under the
Securities Act, except for shares purchased by any of our
existing affiliates, as that term is defined in
Rule 144 under the Securities Act, whose sales would be
subject to additional restrictions described below. A total
of shares of
common stock outstanding upon the closing of this offering will
be considered restricted securities as defined in
Rule 144. A total
of
of these restricted securities will be subject to transfer
restrictions for 180 days from the date of this prospectus
pursuant to the
lock-up
arrangements described below. Restricted securities may be sold
in the public market only if registered or if they qualify for
an exemption from registration, such as the exemptions afforded
by Rule 144 or Rule 701 of the Securities Act, as
described below. In addition, unvested shares of restricted
stock and shares underlying options will become available for
resale into the public markets as described below under
Options and Restricted Stock.

Lock-up
Agreements

For a description of our lockup agreements with the underwriters
that restrict sales by us, our directors and executive officers
and certain of our existing stockholders, see
Underwriting.

Rule 144

In general, beginning 90 days after the date of this
prospectus, under Rule 144 as in effect on the date of this
prospectus, a person who is not one of our affiliates at any
time during the three months preceding a sale, and who has
beneficially owned shares of our common stock for at least six
months, would be entitled to sell an unlimited number of those
shares provided current public information about us is available
and, after owning those shares for at least one year, would be
entitled to sell an unlimited number of those shares without
restriction. Beginning 90 days after the date of this
prospectus, our affiliates who have beneficially owned shares of
our common stock for at least six months are entitled to sell
within any three-month period a number of shares that does not
exceed the greater of:



1% of the number of shares of our common stock then
outstanding; or



the average weekly trading volume of our common stock on the
NASDAQ Global Market during the four calendar weeks preceding
the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 by our affiliates are also subject to
manner of sale provisions, notice requirements and the
availability of current public information about us.

Upon expiration of the
lock-up
period described in the section entitled
Underwriting, all of
the shares of
restricted common stock held by our existing stockholders will
be eligible for sale under Rule 144 subject to applicable
volume and other limitations for stockholders who are
affiliates. We cannot estimate the number of shares of our
common stock that our existing stockholders will elect to sell
under Rule 144.

Rule 701

In general, under Rule 701, any of our employees,
directors, officers, consultants or advisors who acquires common
stock from us in connection with a compensatory stock or option
plan or other written agreement before the effective date of
this offering, to the extent not subject to a
lock-up
agreement, is entitled to resell such shares 90 days after
the effective date of this offering in reliance on
Rule 144, but without compliance with some of the
restrictions, including the holding period, contained in
Rule 144.

Options
and Restricted Stock

Options to purchase a total
of shares of our
common stock are currently outstanding with a weighted average
per share exercise price of $ and
expiration dates of October 2020, and a total
of shares of
unvested restricted stock are currently outstanding which have
vesting periods through 2011.

The following discussion summarizes certain material
U.S. federal income and estate tax considerations relating
to the acquisition, ownership and disposition of our common
stock purchased in this offering by a
non-U.S. holder
(as defined below). This discussion is based on the provisions
of the Internal Revenue Code of 1986, as amended, final,
temporary and proposed U.S. Treasury regulations
promulgated thereunder and current administrative rulings and
judicial decisions, all as in effect as of the date hereof. All
of these authorities may be subject to differing interpretations
or repealed, revoked or modified, possibly with retroactive
effect, which could materially alter the tax consequences to
non-U.S. holders
described in this prospectus.

There can be no assurance that the IRS will not take a contrary
position to the tax consequences described herein or that such
position will not be sustained by a court. No ruling from the
IRS has been obtained with respect to the U.S. federal
income or estate tax consequences to a
non-U.S. holder
of the purchase, ownership or disposition of our common stock.

This discussion assumes that a prospective
non-U.S. holder
will hold shares of our common stock as a capital asset
(generally, property held for investment). This discussion does
not address all aspects of U.S. federal income and estate
taxation that may be relevant to a particular
non-U.S. holder
in light of that
non-U.S. holders
individual circumstances. In addition, this discussion does not
address any aspect of U.S. federal alternative minimum,
U.S. state or U.S. local or
non-U.S. taxes,
or the special tax rules applicable to particular
non-U.S. holders,
such as:



insurance companies and financial institutions;



tax-exempt organizations;



persons who hold a beneficial interest through pass-through or
transparent entities;



regulated investment companies or real estate investment trusts;



pension plans;



persons who received our common stock as compensation;



brokers and dealers in securities;



owners that hold our common stock as part of a straddle, hedge,
conversion transaction, synthetic security or other integrated
investment; and



former citizens or residents of the United States subject to tax
as expatriates.

This discussion is for general information only and is not
tax advice. All prospective
non-U.S. holders
of our common stock should consult their own tax advisors with
respect to the U.S. federal, state, local and
non-U.S. tax
consequences of the purchase, ownership and disposition of our
common stock. You may not rely upon this discussion for the
purpose of avoiding federal tax penalties.

As used in this discussion, the term
non-U.S. holder
means a beneficial owner of our common stock that is not any of
the following for U.S. federal income tax purposes:



an individual who is a citizen or a resident of the United
States determined without regard to the tie-breaker
rules of an income tax treaty;



a corporation or other business entity that was created or
organized in or under the laws of the United States, any state
thereof or the District of Columbia;



an estate whose income is subject to U.S. federal income
taxation regardless of its source;



a trust (a) if a U.S. court is able to exercise
primary supervision over the trusts administration and one
or more U.S. persons have the authority to control all of
the trusts substantial decisions or

(b) that has a valid election in effect under applicable
U.S. Treasury regulations to be treated as a
U.S. person; or



an entity that is disregarded as separate from its owner for
U.S. federal income tax purposes if all of its interests
are owned by a single person described above.

An individual may be treated, for U.S. federal income tax
purposes, as a resident of the United States in any calendar
year by being present in the United States on at least
31 days in that calendar year and for an aggregate of at
least 183 days during a three-year period ending in the
current calendar year. The
183-day test
is determined by counting all of the days the individual is
treated as being present in the current year, one-third of such
days in the immediately preceding year and one-sixth of such
days in the second preceding year. Residents are subject to
U.S. federal income tax as if they were U.S. citizens.

If a partnership or other entity treated as a partnership for
U.S. federal income tax purposes is an owner of our common
stock, the treatment of a partner in the partnership generally
will depend on the status of the partner and the activities of
the partnership. We urge any owner of our common stock that is a
partnership and partners in that partnership to consult their
tax advisors regarding the U.S. federal income tax
consequences of acquiring, owning and disposing of our common
stock.

Distributions
on Our Common Stock

Any distribution on our common stock paid to
non-U.S. holders
will generally constitute a dividend for U.S. federal
income tax purposes to the extent paid from our current or
accumulated earnings and profits, as determined under
U.S. federal income tax principles. Distributions in excess
of our current and accumulated earnings and profits will
generally constitute a return of capital to the extent of the
non-U.S. holders
adjusted tax basis in our common stock, and will be applied
against and reduce the
non-U.S. holders
adjusted tax basis. Any remaining excess will be treated as
capital gain, subject to the tax treatment described below in
Gain on Sale, Exchange or Other Disposition of Our Common
Stock.

Dividends paid to a
non-U.S. holder
that are not treated as effectively connected with the
non-U.S. holders
conduct of a trade or business in the United States generally
will be subject to withholding of U.S. federal income tax
at a rate of 30% on the gross amount paid, unless the
non-U.S. holder
is entitled to an exemption from or reduced rate of withholding
under an applicable income tax treaty. In order to claim the
benefit of a tax treaty, a
non-U.S. holder
must provide a properly executed IRS
Form W-8BEN
(or successor form) prior to the payment of dividends. A
non-U.S. holder
eligible for a reduced rate of withholding pursuant to an income
tax treaty may be eligible to obtain a refund of any excess
amounts withheld by timely filing an appropriate claim for a
refund with the IRS.

Dividends paid to a
non-U.S. holder
that are treated as effectively connected with a trade or
business conducted by the
non-U.S. holder
within the United States (and, if an applicable income tax
treaty so provides, are also attributable to a permanent
establishment or a fixed base maintained within the United
States by the
non-U.S. holder)
are generally exempt from the 30% withholding tax if the
non-U.S. holder
satisfies applicable certification and disclosure requirements.
To obtain the exemption, a
non-U.S. holder
must provide us with a properly executed IRS
Form W-8ECI
(or successor form) prior to the payment of the dividend.
Dividends received by a
non-U.S. holder
that are treated as effectively connected with a U.S. trade
or business generally are subject to U.S. federal income
tax at rates applicable to U.S. persons. A
non-U.S. holder
that is a corporation may, under certain circumstances, be
subject to an additional branch profits tax imposed
at a rate of 30%, or such lower rate as specified by an
applicable income tax treaty between the United States and such
holders country of residence on dividends treated as
effectively connected with a U.S. trade or business.

A non-U.S.
holder who provides us with an IRS
Form W-8BEN,Form W-8ECI
or other form must update the form or submit a new form, as
applicable, if there is a change in circumstances that makes any
information on such form incorrect, and at least once every
three years.

In general, a
non-U.S. holder
will not be subject to any U.S. federal income or
withholding tax on any gain realized from the
non-U.S. holders
sale, exchange or other disposition of shares of our common
stock unless:



the gain is effectively connected with a U.S. trade or
business (and, if an applicable income tax treaty so provides,
is also attributable to a permanent establishment or a fixed
base maintained within the United States by the
non-U.S. holder),
in which case the gain will be taxed on a net income basis
generally in the same manner as if the
non-U.S. holder
were a U.S. person, and, if the
non-U.S. holder
is a corporation, the additional branch profits tax described
above in  Distributions on Our Common
Stock may also apply;



the
non-U.S. holder
is an individual who is present in the United States for
183 days or more in the taxable year of the disposition and
certain other conditions are met, in which case the
non-U.S. holder
will be subject to a 30% tax on the net gain derived from the
disposition, which may be offset by
U.S.-source
capital losses of the
non-U.S. holder,
if any; or



we are, or have been at any time during the five-year period
preceding such disposition (or the
non-U.S. holders
holding period, if shorter), a United States real property
holding corporation.

Generally, we will be a United States real property
holding corporation if the fair market value of our
U.S. real property interests equals or exceeds 50% of the
sum of the fair market values of our worldwide real property
interests and other assets used or held for use in a trade or
business, all as determined under applicable U.S. Treasury
regulations. We believe that we have not been and are not
currently, and do not anticipate becoming in the future, a
United States real property holding corporation for
U.S. federal income tax purposes.

Backup
Withholding and Information Reporting

We must report annually to the IRS and to each
non-U.S. holder
the amount of distributions paid to such holder and the amount
of tax withheld, if any. Copies of the information returns filed
with the IRS to report the distributions and withholding may
also be made available to the tax authorities in a country in
which the
non-U.S. holder
is a resident under the provisions of an applicable income tax
treaty or agreement.

The United States imposes a backup withholding tax on the gross
amount of dividends and certain other types of payments.
Dividends paid to a
non-U.S. holder
will not be subject to backup withholding if proper
certification of foreign status (usually on IRS
Form W-8BEN)
is provided, and we do not have actual knowledge or reason to
know that the
non-U.S. holder
is a U.S. person. In addition, no backup withholding or
information reporting will be required regarding the proceeds of
a disposition of our common stock made by a
non-U.S. holder
within the United States or conducted through certain
U.S. financial intermediaries if the payor receives the
certification of foreign status described in the preceding
sentence and the payor does not have actual knowledge or reason
to know that such
non-U.S. holder
is a U.S. person or the
non-U.S. holder
otherwise establishes an exemption.
Non-U.S. holders
should consult their own tax advisors regarding the application
of the information reporting and backup withholding rules to
them.

Backup withholding is not an additional tax. Amounts withheld
under the backup withholding rules from a payment to a
non-U.S. holder
can be refunded or credited against the
non-U.S. holders
U.S. federal income tax liability, if any, provided that
certain required information is furnished to the IRS in a timely
manner.

U.S.
Federal Estate Tax

An individual
non-U.S. holder
who is treated as the owner, or who has made certain lifetime
transfers (for example, to a trust with respect to which the
individual has retained certain interests or powers), of an
interest in our common stock will be, absent an applicable
treaty, required to include the value of the common

stock in his or her gross estate for U.S. federal estate
tax purposes and may be subject to U.S. federal estate tax,
unless an applicable estate tax treaty provides otherwise or no
U.S. federal estate tax is in effect.

Recently-Enacted
Legislation Relating to Foreign Accounts

Legislation has been recently enacted that imposes significant
certification, information reporting and other requirements on
foreign financial institutions and certain other
non-U.S. entities.
The legislation is generally effective for certain
U.S.-source
payments made after December 31, 2012. The failure to
comply with the certification, information reporting and other
specified requirements in the legislation would result in
withholding tax being imposed on payments of dividends and sales
proceeds on our common stock to foreign financial institutions
and certain other
non-U.S. holders.Non-U.S. holders
should consult their own tax advisors regarding the application
of this legislation to them.

The underwriters named below have severally agreed, subject to
the terms and conditions set forth in the underwriting agreement
by and among the William Blair & Company, L.L.C. and
SunTrust Robinson Humphrey, Inc., as representatives of the
underwriters, the selling stockholders and us, to purchase from
us and the selling stockholders the respective number of shares
of common stock set forth opposite each underwriters name
in the table below. William Blair & Company, L.L.C.
and SunTrust Robinson Humphrey, Inc. are acting as
Joint-Bookrunning Managers and Canaccord Genuity Inc. is acting
as Co-Manager for this offering.

Underwriter

Number of Shares

William Blair & Company, L.L.C.

SunTrust Robinson Humphrey, Inc.

Canaccord Genuity Inc.

Total

This offering will be underwritten on a firm commitment basis.
In the underwriting agreement, the underwriters have agreed,
subject to the terms and conditions set forth therein, to
purchase the shares of our common stock being sold pursuant to
this prospectus at a price per share equal to the public
offering price less the underwriting discount specified on the
cover of this prospectus. According to the terms of the
underwriting agreement, the underwriters either will purchase
all of the shares of our common stock being sold pursuant to
this prospectus or none of them. In the event of default by any
underwriter, in certain circumstances, the purchase commitments
of the non-defaulting underwriters may be increased or the
underwriting agreement may be terminated.

The representatives of the underwriters have advised us that the
underwriters propose to offer our common stock to the public
initially at the public offering price set forth on the cover of
this prospectus and to selected dealers at such price less a
concession of not more than $ per
share. The underwriters may allow, and such dealers may
re-allow, a concession not in excess of
$ per share to certain other
dealers. The underwriters will offer the shares of our common
stock subject to prior sale and subject to receipt and
acceptance of the shares by the underwriters. The underwriters
may reject any order to purchase shares of our common stock in
whole or in part. The underwriters expect that we and the
selling stockholders will deliver the shares to the underwriters
through the facilities of The Depository Trust Company in
New York, New York on or
about ,
2011. At that time, the underwriters will pay us and the selling
stockholders for the shares in immediately available funds.
After commencement of the public offering, the representatives
may change the public offering price and other selling terms.

We and certain of the selling stockholders have granted the
underwriters an option, exercisable within 30 days after
the date of this prospectus, to purchase up to an aggregate
of additional
shares of common stock at the same price per share to be paid by
the underwriters for the other shares offered hereby solely for
the purpose of covering over-allotments, if any. If the
underwriters purchase any such additional shares pursuant to
this option, each of the underwriters will be committed to
purchase such additional shares in approximately the same
proportion as set forth in the table above. The underwriters may
exercise the option only for the purpose of covering excess
sales, if any, made in connection with the distribution of the
shares of our common stock offered hereby. The underwriters will
offer any additional shares of our common stock that they
purchase on the terms described in the preceding paragraph.

The following table summarizes the compensation to be paid by us
and the selling stockholders to the underwriters. This
information assumes either no exercise or full exercise by the
underwriters of their over-allotment option:

Without

With

Per Share

Over-Allotment

Over-Allotment

Public offering price

$

$

$

Underwriting discount paid by us

$

$

$

Underwriting discount paid by selling stockholders

$

$

$

Proceeds, before expenses to us

$

$

$

Proceeds, before expenses to selling stockholders

$

$

$

We estimate that our total expenses for this offering, excluding
the underwriting discount, will be approximately
$ million. Atlas Strategic
Advisors, LLC, a financial advisor to our company, will receive
a fee equal to 1% of the gross selling price of shares of our
common stock in this offering, not to exceed
$ , which fee will be credited
against the underwriting commission payable by us to the
underwriters.

We and each of our directors, executive officers and certain of
our existing stockholders holding in the aggregate
approximately shares
of our common stock have agreed, subject to limited exceptions
described below, for a period of 180 days after the date of
this prospectus, not to, directly or indirectly, without the
prior written consent of William Blair & Company,
L.L.C. and SunTrust Robinson Humphrey, Inc.:



offer, sell (including short selling), assign,
transfer, encumber, pledge, contract to sell, grant an option to
purchase, establish an open put equivalent position
within the meaning of
Rule 16a-1(h)
under the Exchange Act, or otherwise dispose of any shares of
common stock or securities convertible into or exchangeable or
exercisable for, common stock held of record or beneficially
owned (within the meaning of
Rule 13d-3
under the Exchange Act); or



enter into any swap or other arrangement that transfers all or a
portion of the economic consequences associated with the
ownership of any of our common stock.

The 180-daylock-up
period will be extended if (i) we release earnings results
or material news or a material event relating to us occurs
during the last 17 days of the
lock-up
period, or (ii) prior to the expiration of the
lock-up
period, we announce that we will release earnings results during
the 16-day
period beginning on the last day of the
lock-up
period. In either case, the
lock-up
period will be extended for 18 days after the date of the
release of the earnings results or the occurrence of the
material news or material event, unless William
Blair & Company, L.L.C. and SunTrust Robinson
Humphrey, Inc. waive, in writing, such extension.

The lock-up
agreements entered into by our directors, executive officers and
certain of our existing stockholders do not extend to transfers
or dispositions (i) by gift, (ii) by will or intestate
succession to immediate family members of the transferor or
(iii) to any trust for the direct or indirect exclusive
benefit of the transferor or his or her immediate family,
provided in each case that the recipient of those shares agrees
to be bound by the foregoing restrictions for the duration of
the lock-up
period. In determining whether to consent to a transaction
prohibited by these restrictions, William Blair &
Company, L.L.C. and SunTrust Robinson Humphrey, Inc. will take
into account various factors, including the number of shares
requested to be sold, the anticipated manner and timing of sale,
the potential impact of the sale on the market for the common
stock, the restrictions on publication of research reports that
would be imposed by the rules of the Financial Industry
Regulatory Authority and market conditions generally. We may
grant options and issue common stock under our existing stock
incentive plan and issue unregistered shares in connection with
any outstanding convertible securities or options during the
lock-up
period. For more information, see Shares Eligible for
Future Sale.

We and the selling stockholders have agreed to indemnify the
underwriters and their controlling persons against certain
liabilities for misstatements in the registration statement of
which this prospectus forms

a part, including liabilities under the Securities Act, or to
contribute to payments the underwriters may be required to make
in respect thereof.

The representatives have informed us that the underwriters will
not confirm, without client authorization, sales to their client
accounts as to which they have discretionary authority. The
representatives have also informed us that the underwriters
intend to deliver all copies of this prospectus via electronic
means, via hand delivery or through mail or courier services.

In connection with this offering, the underwriters and other
persons participating in this offering may engage in
transactions which affect the market price of the common stock.
These may include stabilizing and over-allotment transactions
and purchases to cover syndicate short positions. Stabilizing
transactions consist of bids or purchases for the purpose of
pegging, fixing or maintaining the price of the common stock. An
over-allotment involves selling more shares of our common stock
in this offering than are specified on the cover of this
prospectus, which results in a syndicate short position. The
underwriters may cover this short position by purchasing common
stock in the open market or by exercising all or part of their
over-allotment option. In addition, the representatives may
impose a penalty bid. This allows the representatives to reclaim
the selling concession allowed to an underwriter or selling
group member if shares of our common stock sold by such
underwriter or selling group member in this offering are
repurchased by the representatives in stabilizing or syndicate
short covering transactions. These transactions, which may be
effected on The NASDAQ Global Market or otherwise, may
stabilize, maintain or otherwise affect the market price of our
common stock and could cause the price to be higher than it
would be without these transactions. The underwriters and other
participants in this offering are not required to engage in any
of these activities and may discontinue any of these activities
at any time without notice. We and the underwriters make no
representation or prediction as to whether the underwriters will
engage in such transactions or choose to discontinue any
transactions engaged in or as to the direction or magnitude of
any effect that these transactions may have on the price of our
common stock.

Our common stock is currently quoted in the pink
sheets under the symbol GWSV.PK, but is not listed on any
national stock exchange. We, the selling stockholders and the
representatives of the underwriters have negotiated to determine
the initial public offering price. We and they have considered
current market conditions, our operating results in recent
periods, the market capitalization of other companies in our
industry and estimates of our potential.

We have applied to list our common stock on The NASDAQ Global
Market under the symbol DRNK.

In the ordinary course of business, some of the underwriters and
their affiliates may in the future provide investment banking,
commercial banking and other services to us for which they may
receive customary fees or other compensation.

The validity of the shares of common stock offered hereby and
certain other legal matters will be passed upon for us by
Weissmann Wolff Bergman Coleman Grodin & Evall LLP,
Beverly Hills, California. Certain legal matters in connection
with this offering will be passed upon for the underwriters by
Sidley Austin LLP, Chicago, Illinois.

The consolidated financial statements of Glacier Water Services,
Inc. and subsidiaries as of January 3, 2010 and
January 2, 2011, and for the years ended December 28,
2008, January 3, 2010, and January 2, 2011 have been
included herein in reliance upon the report of KPMG LLP,
independent registered public accounting firm, appearing
elsewhere herein, and upon the authority of said firm as experts
in accounting and auditing.

We have filed with the SEC a registration statement on
Form S-1
under the Securities Act with respect to the shares of common
stock offered by this prospectus. This prospectus does not
contain all of the information included in the registration
statement, portions of which are omitted as permitted by the
rules and regulations of the SEC. For further information
pertaining to us and the common stock to be sold in this
offering, you should refer to the registration statement and its
exhibits. On the closing of this offering, we will be subject to
the requirements of the Securities Exchange Act of 1934 and will
be required to file annual, quarterly and current reports, proxy
statements and other information with the SEC. We anticipate
making these documents publicly available, free of charge, on
our website (www.glacierwater.com) as soon as reasonably
practicable after filing such documents with the SEC.

You can read the registration statement and our future filings
with the SEC over the Internet at the SECs website at
www.sec.gov. You may request copies of the filing, at no
cost, by telephone at
(760) 560-1111
or by mail at Glacier Water Services, Inc., 1385 Park Center
Drive, Vista, California 92081. You may also read and copy any
document we file with the SEC at its public reference facility
at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at
1-800-SEC-0330
for further information on the operation of the public reference
facilities.

We have audited the accompanying consolidated balance sheets of
Glacier Water Services, Inc. and subsidiaries (the Company) as
of January 3, 2010 and January 2, 2011, and the
related consolidated statements of operations,
stockholders deficit and comprehensive loss, and cash
flows for the years ended December 28, 2008,
January 3, 2010, and January 2, 2011. These
consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Glacier Water Services, Inc. and subsidiaries as of
January 3, 2010 and January 2, 2011, and the results
of their operations and their cash flows for the years ended
December 28, 2008, January 3, 2010, and
January 2, 2011, in conformity with U.S. generally
accepted accounting principles.